Masters and Servants
by Insecticon
Summary: (Episode 1 of Transformers Prime: Invasion) In order revitalize his Insecticon army, Megatron awakens Kickback, the last of Shockwave's Hive Masters, and Airachnid to control him. In the struggle for dominance, Kickback and Airachnid's shared history is revealed, along with the surprising reasons behind Airachnid's behavior. Kickback-Airachnid-Tarantulas-Shockwave
1. Chapter 1

**Welcome to my first story! The description may change as I go, my plot bunnies have a way of mutating on me.**

**UPDATE - As I had mentioned, things have a way of mutating on me. Masters and Servants has now become Episode 1 of an ongoing Transformers Prime-based series I call "INVASION"; I guess you could consider it Transformers Prime Season 4!**

* * *

Airachnid at long last completed her startled cry.

The stasis pod had snapped open and she fell forward onto hands and knees, dazed and trying to get her bearings. The stasis effect had left her processors fuzzy. She blinked to try to force her optics to synch.

Shaking her head, she snapped her gaze upwards. She was in some kind of storage room, one she remembered from the Nemesis -

- And she was surrounded.

The possibility of escape and how she might accomplish it immediately ran through her brain module. She checked her systems - she was wounded and damaged, but still functional. She made out the forms of dozens of Eradicons surrounding her, blocking the exit, guns trained on her. She could see the brilliant crimson of Knock Out, and the winged form of Starscream.

In front of all of them stood the unforgettable face of the leader of the Decepticons himself.

"Decided to finish the job?" Airachnid smirked, staring up at Megatron, her remaining limbs curled in against her body protectively. "Not that I'd blame you, but one good betrayal deserved another."

"Hold your tongue in the presence of Lord Megatron!" Starscream threatened, servos clenched into an angry fist, his wings held high and stiff above his shoulders in outrage. "You have no right to speak about betrayal!"

"True, I'm in the presence of an _expert_ in that matter," Airachnid smoothly insulted.

Starscream opened his mouth to continue the vituperation, but a single silver hand held in his direction stayed his mouth. He made himself content with shooting Airachnid venomous glances, his optics glittering with unspoken threats.

The heavy footfalls of Megatron silenced the room as he strode towards the spider curled on the floor before him. "That will be quite enough," he calmly intoned, his presence oppressively overfilling the enclosed storage locker in which Airachnid's stasis pod had been stowed.

He turned the full weight of his stare on the femme, unsubtly reminding her of her place through his eyes alone; Megatron knew full well that the spider was dangerous when pressed, but he encroached into her personal space if only to gauge her reactions. Pinning her by by proximity, he focused all his senses on her, watching her face, her body language, listening to the faint hum of her engines. If she so much as tensed a limb, or geared up in any emotional reaction, he would see it. He would hear it.

He would **react**.

"I have awakened you for one purpose, Airachnid. I find myself in need of your unique set of skills. I will be willing to overlook your prior _indiscretions_ if you cooperate, and do not **ever** give me reason to think you will attempt to usurp my authority. My capacity for forgiveness still exists, but it has been stretched _thin_."

Megatron glanced sidelong at Starscream, who cowered, wings lowering.

The slow, steady drip of energon pierced the proceeding silence. Airachnid's severed limb was still oozing.

Knock Out eyed it with a satisfied smile that reeked of schadenfreude.

Megatron could feel the shifting resentment, brooding vendettas and bristling murderous intentions cycling around him. His position as foremost among the Decepticons had been secured not by just raw power - though that might have been enough - but by his ability to direct his own subordinates against one other, diffusing their ambition and cunning into interpersonal conflict and intrigue. It kept them on edge, hyper-vigilant, mistrustful, cunning. It kept them sharp.

"And what makes you think that I'll be content to stay under your boot, Megatron?" Airachnid asked boldly. "I can sense the presence of the Insecticons on this ship. Why don't I just have them eat you alive and be done with it?"

"Because that option is no longer available to you," a sonorous, emotionless voice commented from behind Megatron, as Shockwave stepped forward.

* * *

_**Insecticon presents:**_

**Masters and Servants**

**A Transformers Prime: Invasion Story**

* * *

Airachnid immediately cringed.

"I'm afraid that if you're looking to recover your army, you will be sorely disappointed. I have taken precautions to strip you of any possible means of rebellion or escape," Megatron calmly stated. "You continue to exist at my whim, Airachnid. If you value your miserable little life, you would do well to submit and agree to my terms." His eyes narrowed and he grinned at her cowering before his Lieutenant. "I will allow you an opportunity to regain your dignity and position, in time, if you provide me with the results I desire."

"Lord Megatron, not to interrupt, but Airachnid has a substantial injury. If she's not treated she'll bleed out," Knock Out interjected. He smiled sadistically and added, "Not that I'd particularly _mind_."

"**I am aware of that**!" Megatron irritably snapped at the Aston Martin, who shut his mouth and stepped back, eyes wide. Megatron whirled on Knock Out and shoved his face down in front of the now cowering doctor. "I am also aware that you'd like very much to get her onto your operating table and tell me she "perished from her wounds"! I realize she is responsible for killing your oafish partner, but if he could not keep his head and obey the orders of a superior officer, then he _**deserved**__ to die_!"

Megatron raised himself back up, standing threateningly close to Knock Out. "Decepticons will not offline each other without _my direct orders to do so_," he hissed. "Do not make me **educate** you as I did Dreadwing, and do not **ever** believe that your talents as a surgeon are such that you are _irreplaceable_."

"Shockwave will be in charge of looking after Airachnid's injuries. He has more than proven himself a capable surgeon. From now on, Knock Out, you are to consider yourself his _assistant_."

"Y-yes Lord Megatron," Knock Out stammered. He eyed the monoptic purple mountain of a mech not too far from him across the room. His frame rattled slightly, a cold chill, as that enormous, unblinking crimson optic stared back at him.

The leader of the Decepticons approached Airachnid one more time, swiftly reaching down and enclosing his claws around her throat, lifting her high into the air. The whine of stressed metal from the pressure on her neck was audible.

"_What do you want with me_?!" Airachnid choked, clawing uselessly at Megatron's grip.

"Do you or do you not yield to my authority?" Megatron firmly demanded, his fusion cannon charging up.

The femme coughed, venting for fresh air, and considered her options - to die here, in defiant dignity - or to accept the yoke of oppression as she had long ago, and bide her time until she could take proper revenge.

She couldn't give up too quickly. She couldn't afford to tip her hand.

"I ... " She coughed and wheezed, still struggling, before slacking her grip on Megatron's hand, extra limbs going lip. "... I _yield_."

A flawless performance.

Megatron unceremoniously dropped Airachnid to the floor, where she landed with a loud clang of metal against metal. She raised herself up on her side as Shockwave drew closer.

"_Good_," Megatron smiled with thinly veiled menace as he appraised the fallen spider. His fusion cannon still remained at the ready. He would take no chances. "Soundwave will bring you up to speed on what you have missed since your little detainment in the stasis pod. Suffice it to say that your experience as a Hive Hunter before the Great War will be of use to us."

This drew a curious glance from Airachnid, even as Shockwave knelt beside her to examine her injuries.

"Since the loss of Hardshell the Insecticons aboard this shell have been less efficient as warriors, serviceable to us only as laborers or brute force. Without the natural control exerted by a Hive Master, they will never rise to their full potential. Your control over them improved their capacities, especially at close range," Megatron explained, slowly pacing across the floor, eyes on Airachnid as he moved. "But even _you_ cannot fully occupy the position left void by Hardshell. You could only control the swarm because you could mentally dominate its Master."

"I can't say I'm entirely surprised Hardshell is dead," Airachnid replied, glaring at Shockwave and jerking her injured limb away from him. The animosity she bore the scientist privately amused Megatron. "He wasn't exactly the brightest of the lot."

"But he _was_ a Hive Master. The Insecticons among us are suffering from a slow death of attrition - without guidance they are falling uselessly to the Autobots, and their numbers are not being replenished. There is, however, a replacement for Hardshell. Someone who is far more intelligent - more ruthless. More cunning. More **dangerous**. That is where you come in, because I believe you will be best equipped to handle him. After all," Megatron smirked, knowing full well the reaction this would create in the femme before him, "You know him _best_."

"_No_," Airachnid hissed, eyes narrowing. "He's still **alive**?!"

Shockwave took the opportunity to reach out and firmly grasp Airachnid by the arm. He had been ordered to repair her, and he would.

It was petty, but Megatron savored the reaction of loathing he saw in the spider's eyes. He had found just the right counterbalance to occupy the femme's attention span, distracting her away from the plans for revenge and escape she was no doubt already spinning. He had timed the delivery of this little piece of information to coincide with Shockwave's examination - she would be too disturbed by the news to suddenly lash out at his Lieutenant.

"Very much so, and when Shockwave has finished your repairs, we will require your assistance to tame him," Megatron said, as Shockwave injected Airachnid with a compound that dropped her into unconsciousness.


	2. Chapter 2

(I'm including a little bit of IDW's history for some of these characters. While I know not all of it fits into Transformers Prime, not much of the background for the characters in the show are covered at **all**. Hopefully it makes for an interesting mix.)

* * *

"Master," Starscream said to Megatron, "Can we truly trust Airachnid to keep her word?"

Megatron chuckled faintly. "Not in the slightest."

"Then why are we even bothering to let her roam free? Can't Shockwave simply keep that Insecticon controlled on his own? Didn't he do it before, when the other two were still functioning?" Starscream was fretting as usual, unnerved by the introduction of further tension in the Decepticon ranks, and further potential threats to his hard re-won position as second in command. Never mind the fact that Airachnid had tossed his offers of mutual betrayal aside and tried to kill him. When it came down to it, he could forgive the attempt on his life. It was the dismissal of his offer and his superiority that got under his mesh the most.

"Starscream, your cunning and intellect is one of the reasons I spared you from extinction," Megatron sighed as the two continued down the halls of their newly cyberformed fortress, "but there are times when you must look past the _offenses_ of those under your command in order to fully harness their abilities for the whole of the Decepticon cause."

The Seeker missed a step, knowing full well that those words applied to himself as well as the spider.

Megatron noted Starscream's guilty demeanor out of the corner of his eye. _Good_, he thought to himself. _It took me a considerable amount time to fully break you and rebuild you, Starscream, but now all it takes is a word or a glance in your direction to bring you to heel. I am going to do the same with Airachnid, and we will see if you learn anything from observing the process. One day you __**will**__ replace me, but not until I have forged you into the epitome of the Decepticon ideal._

* * *

Knock Out was disgusted.

It was bad enough that there were Insecticons roaming freely on the ship. It was worse that he was forced to come in contact with them and rely on their brute strength to make up for what he lacked. But this? Having Breakdown's murderer put back into the ranks – to be forced to work with her? It was a new low point in his life. He recalled how Airachnid had recoiled from even the very presence of Shockwave as he watched the scientist repairing the stasis-locked femme's wounds. It left him curious as to her reaction. Giving it some thought, and decided to ask.

"She was not always a Hunter," Shockwave answered without hesitation, cutting away damaged mesh and severed internal struts, cleaning out the damaged components back to the joint. Knock Out had to admit to himself that the incredible skill of the scientist's hand with the most minute of tools was a thing of beauty in and of itself to watch. The purple mech's quick, professional nature could easily lead one to believe that he _cared_ for those under his scalpel, but that facade could just as quickly fall if one witnessed him using the same meticulous, unhurried techniques on some screaming scrapheap he was dissecting alive.

"She was once a research assistant in Tarn that ended up working in a Relinquishment Clinic. I do not know if you recall what took place in the specialized facilities _below_ those clinics, Knock Out," Shockwave continued.

The red mech moved away from the wall, unfolding his arms. "No, can't say that I do. I got the occasional offer to rent my frame for spark swapping – not that I blame them, who could resist spending time in _this_ body – but I never took them up on it. Frankly, I'm a little attached to my chassis, and I don't trust anyone else to keep it in good condition. What if I came back with scratches? Or worse?"

Shockwave walked to the milling equipment in the back of the repair bay, starting up the machines. Placing samples of Airachnid's damaged component into a tray, he started an analysis, reading her CNA in order to recreate a fresh duplicate of the missing limb and talon. "It was known as the Institute," the scientist explained.

"_The Institute_?" Knock Out replied, incredulous. "Oh next you're going to be telling me you shared a quart of engex with Solus Prime!"

"I assure you the Institute was very real," Shockwave continued. If he was offended at Knock Out's dismissal of his statements, one could never tell. His tone was unchanged, and he proceeded with his work as if the red mech were another piece of furniture in the room. "I was one of its victims."

The derisive smirk fled from the Aston Martin's face. He'd heard rumors about what the Institute had done, what it was. Most Cybertronians thought it was nothing more than a conspiracy theory. Towards the beginning of the Great War, however, more evidence piled up that it was, in fact, real.

Brain hacking. Spark experiments. Body swapping. Mass executions. Reprogramming. Memory erasure. There were times when Cybertronians who had come to the Relinquishment Clinics to allow others the privilege of escaping their lives – or even the curse of their caste – by donating their bodies to be used, rented, or exchanged entirely, had not come back out the same. There were also those who had been ardent supporters of the Decepticon cause turning up after a mysterious absence with their thinking suddenly in lock-step with the views of the Council.

Knock Out started putting the pieces together. "So Airachnid _worked for the Institute_?"

"Correct," Shockwave replied.

The red mech looked on the unconscious femme with a barrage of mixed new feelings. On one hand, he was impressed – Airachnid had been part of something so wide-spread, so sinister, that he wished he could learn the sort of techniques she must have picked up within its confines. Combiner research had been carried out there, and he had always wanted to know more about it. Partnering with Breakdown had been a choice made out of more than just a need for muscle to back him up. Breakdown had been part of a Combiner team, and the more Breakdown was injured, the more information Knock Out could glean through every repair. He would never admit to how many times he'd intentionally sent Breakdown into danger just to be able to poke around the big mech's insides.

On the other hand, he was more unnerved by Airachnid's presence. An excellent tracker, hunter and assassin was a side of her he was well familiar and uneasy with already, but to know that she had skills into that sort of mass black operations against the populace of Cybertron itself . . .

The milling machine finished. The new limb had been crafted from raw Cybertronian alloy and CNA. Shockwave took it from the completion bay and walked back over to the unconscious Airachnid to begin reattachment. Knock Out followed alongside, deeply interested now.

"She was part of the division tasked with studying Insecticons. At the time they were poorly understood, things we encountered under the surface of Cybertron occasionally, or in the mines surrounding Kaon when we ventured too deep – when we thought they were little better than cattle we bought and sold for labor. She was valuable to the facility because she could access their unique frequency patterns and collective consciousness. The Institute had commissioned her creation and _alterations_ to use her to gather specimens for their work," Shockwave explained.

"So why did she look like she was about to be stepped on by Trypticon the moment she saw _you_?" Knock Out asked, a little puzzled.

"My present body and lack of emotional capacity and her creation are intertwined," Shockwave stated, as he began welding on the replacement components of the stasis-locked spider.

Knock Out took that in, processing it. Having Shockwave around might just keep the eight-legger in check.

Watching her cower in genuine fear was a deeply gratifying thing to see – he wanted to see her squirm just a little more. She had denied him the opportunity to finally upgrade himself into something more powerful than he had ever been before, and he wanted to see her suffer for awhile before he could begin to forgive her.

"And this Insecticon Hive Master Megatron mentioned that she reacted so strongly to?" Knock Out asked.

"The Institute was responsible for altering him as well. They never completed their work on him because he escaped. He came to me, later, when Megatron was beginning the Decepticon movement in earnest. I _completed_ his enhancements," Shockwave stated."He and the two others I reforged were capable of overwhelming the Lightning Strike Coalition force. Of the three, only two survived Grimlock's assault on my tower. One of them, Hardshell, met his end here on earth due to the interference of the native species assisting the Wreckers."

Knock Out found himself questioning whether or not it was a good idea to awaken this new Insecticon Hive Master. Megatron had taken many gambles with power in the past – corrupting Cybertron's core with dark energon fragments had been one of them – but it often ended badly for everyone involved. The Insecticons were innately feral, and while they swore allegiance to Megatron, their ultimate allegiance was to their own species, and their own hives. The current roster of drones could be worked with, and while he found them unattractive company, they were **obedient**, and that was all that truly mattered to him. Having a Hive Master present might change all that, and Knock Out didn't want his personnel file to end with "eaten alive by a giant bug with a vendetta against Cybertronian kind".

And there was the matter of that **other** monster . . .

Shockwave completed the repairs on Airachnid, finishing the injections of replacement energon that would be needed to bring her back to nominal status.

"_Shockwave to Lord Megatron. Airachnid has been repaired as you have requested. Do you wish to be present for her reactivation?_" he asked over the internal communication lines of the citadel.

"_You work quickly as always, Shockwave. Soundwave and I will be joining you. Do not activate her until I permit it. I will have to continue her __**conditioning**_," Megatron replied.


	3. Chapter 3

The Eradicons placed the ebony egg-like frame of the stasis pod onto the ground.

"Are you absolutely certain we need to be here for this?" Knock Out asked. He, like the other Decepticon officers, were completely surrounded by a ring of hundreds of bruiser-class Insecticons, all of whom were watching the pod with with such intense interest that the air seemed charged with anticipation. The low noise of their droning communication, a constant buzzing rumble, was permeated by random higher-pitched ululations, the same war cries emitted before going into battle.

"You are in no immediate danger," Shockwave reassured. "Soundwave is emitting the Insecticon communication frequency I shared with him from my research. Though their excitement is running high, the transmissions we are sending to them will keep them from becoming too frenzied. At the very least they will ignore us. They are focused on the wave field they sense from the pod."

Soundwave, Starscream, Knock Out, Shockwave and Megatron stood together, outside of Darkmount, in the blasted desert landscape that had once been part of the city of Jasper. An elite guard of silver Eradicon seekers flanked them protectively amid the mass of their Insecticon legions, but even the Eradicons were uneasy; should something go terribly wrong, the sheer brute force of the swarm could tear them all to bits faster than they could shoot.

Megatron smiled darkly as he gestured towards the pod. "I believe our troops have waited long enough for their Master, Airachnid. Demonstrate your skills to us – wake him and bring him under you control."

Airachnid nodded to the immense silver mech behind her. "Yes, Lord Megatron," she answered immediately, turning and walking towards the pod. Away from their gaze she gritted her dental plates and narrowed her eyes. She hated them. She hated **all** of them, Megatron even more so for forcing her into this situation.

This Insecticon had been the only one she had ever failed to control. It was because of **him** that she deserted the Decepticon ranks millennia ago.

"It has been a long time since we have witnessed a full swarm," Megatron mused, pleased with himself, with his plans, and with this moment. "And when the creature inside that pod awakens and establishes himself, their numbers will only increase. We will no longer need to waste Eradicons against Autobot or human forces. We will have a renewable resource of cannon fodder to throw at any who oppose us."

A faint rustling and murmuring of approval came from the Eradicon Seekers. This idea they liked _very_ much.

"And what if she cannot control the Insecticon?" Starscream asked Megatron, seeming as nervous as Knock Out to be surrounded by the full number of the swarm. "Or worse yet, what if she _does_ control him, and they_ both_ turn on us?"

"Starscream," Megatron said wearily, "Did you actually believe I would allow her to be awakened and put in this position without planning for the potential for betrayal? The truth is, _we don't need her to control the swarm at all._ The Insecticon in that pod is unquestioningly loyal to Shockwave."

"Then why-?"

"Watch and learn," Megatron snapped, interrupting Starscream. "I am bringing her down to the lowest point in her worthless little life for a reason."

"You never fought in the pits, Air Commander; there is a change that occurs in those who have been forced to fight for their own survival. That is precisely what I intend to do to Airachnid. She has always been the Hunter, always been able to run when things became too uncomfortable for her. This is her arena now. We are her spectators. She will either control the Insecticon, or she will die trying."

Starscream looked on, taking in Megatron's words. _If there is any one thing I could fault you for, Megatron, it is your reliance on primitive, barbarian tactics like this. No, this time I will stand back and watch you create your own destruction. If you fall, it will be __**I**__ who catch you and save you from your mistakes. In that moment, you will __know that we are even – that your continued existence is dependent on __**my**__ support._

"So what exactly are we looking for here?" Knock Out asked, watching Airachnid stride towards the stasis pod, standing in front of it. The Insecticons were making more noise now, winding up, their limbs tensing and releasing.

"The hive-building native insects of this planet have a similar swarming ritual, though it serves a different purpose for them," Shockwave explained. "The moment the pod opens, the Master will be inundated with the collective consciousness of the individual Insecticons present. Any of the individuals here that possess the potential for full self-awareness will challenge him automatically. He will have to enforce his will over them to dominate the swarm – or he will be destroyed by them. It is during this time in the swarming process that his mind will be at its weakest point, allowing Airachnid the potential to dominate him as he dominates the others. She has only a few moments to seize this opportunity before it is lost."

"How will we know if she's succeeded?" Starscream asked, looking over at the scientist.

"She will still be alive," Shockwave answered.

The conversation abruptly ended as the Insecticons became more agitated. A rhythmic buzzing was pulsing through the swarm, along with the pounding of heavy pedes scraping and stomping against the dirt in unison. More war cries erupted in waves through their masses like a ritual chant, while some of the larger and more heavily scarred Insecticons growled and drooled.

"I _really_ don't like the sound of this," Starscream muttered, wings lowering as he crouched defensively.

"Can't say I'm terribly comfortable with it either," Knock Out agreed, watching as the Insecticons began to press in closer to the pod.

Soundwave and Shockwave stood silent, observing the process, Soundwave still emitting the protective frequency they would need if something should go wrong.

Megatron, however, was drinking in the surroundings. It stirred in him the memories of his glory in the pits. How he had faced off against the grotesquely hybridized Insecticon combiner that Shockwave had created while the crowds chanted his name. He had been reborn on that day, the day his name had been shortened from _Megatronus_ to _Megatron_ due simply to the acoustics of the makeshift arena. The tension and the war cries, the preparation for flight-and-kill inundated his sensors, a heady brew he wanted to drown his spark in until he reeled like a drunkard. His eyes narrowed along with a sharp intake of air into his vents.

The pod snapped open.

The Hive Master rose from his crouching position, his matte black, golden and violet body uncurling in front of the much smaller femme in front of him. While not quite as tall as the other Insecticons, he was none the less an impressive sight. Long black dragonfly-like wings rose up over his shoulders with a majesty comparable to a predacon as he spread them. Brilliant optics lit up behind a red visor. Violet power conduits lacing over his mesh lit up. Powerful, spiked legs carried him to a full stand as he stretched, secondary legs ending in scythe-like talons spreading out at his sides.

The locust canted his head downwards at Airachnid. His silver face broke into a chilling smile.

"_**Rise with me**__._"

His seductively smooth voice carried a harmonic undertone that pushed at Airachnid's will, demanding obedience. As she had once said, she and Insecticons were kin – of the same mind – and the struggle for control was beginning.

Transforming into a Cybertronian locust, the Master lept into the air, hurling himself like a rocket, and with a snap of his wings he was taking flight, his body shifting down into jet-like vehicle. On cue the other Insecticons transformed and sprung into flight, circling after him in a sky-blackening tornado of gigantic beetle bodies, circling up and after the new would-be overmind of the Hive.

It took Airachnid a split second to shake off that push against her will, that dominating, inviting, invading presence the Insecticon had pushed into her mind. Her legs felt weak. He was stronger than she remembered. Transforming into a helicopter Airachnid rose after the locust in hot pursuit. She stretched her mind out into the collective consciousness of the swarm – it was now or never. She had to gain control.

Megatron spread his arms up and out, laughing deep and long at the sight above him. Insecticons were still jumping up around the Decepticon officers. The flapping of their wings filled the air along with their cries.

"Magnificent!" Megatron roared. "Look up, my Decepticons! Look up into the raw power we command!"

Starscream stood up, red eyes watching the storm of bodies high above. His lips pulled back into a smile. "If there was ever a question of whether or not this world belonged to us, I think it has now been answered."

Airachnid could barely keep up with the locust now leading the swarm. He was fast – fast as any seeker, far outclassing the titan-frame beetles in pursuit. He moved with deceptive ease through the air, turn, banking, diving, climbing, leading the swarm on a difficult chase. All the while his wave frequency was permeating the air like a black alien fog, pounding relentlessly on the hive mind with the wordless demand for submission. Some of the slower Insecticons were already becoming dizzy, dropping out of the chase and beginning to land, accepting their new Master. Only the most strong willed Insecticons would continue the chase for long.

The locust-jet turned on Airachnid and looped over her, causing her to lose stability in the air; she struggled to stay aloft, swaying back and forth as her rotors beat the air to keep hovering. The jet turned back again and shifted, his wings fluttering as he hung in the air in front of her.

"_You love me. You obey me. You worship me,_" Airachnid whispered, pressing her will and wave field out towards the locust, reaching out to grab hold of his mind, enter his spark and possess him.

His antenna twitched, listening to Airachnid, but the attempted bond was broken as the most powerful of the locust's rivals dove at him. A bigger brute than the rest, and most certainly on its way to self-will, the atlas beetle mech roared its pulsating cry as it tried to smash into the Master with its horn.

What happened next passed so quickly Airachnid had trouble keeping up with it. The locust transformed mid flight and thrust its powerful, sickle-taloned feet into the face and neck of the beetle. The impact was so powerful it wrenched the head of the beetle completely free of its body, crumpling its armor as if it had been as soft as a marshmallow. The head flew upwards and into the distance while the body spiraled into the ground and detonated, sending chunks of mesh and plating hurling in all directions.

Three more came at the locust and he dispatched them with distressing ease. Airachnid flew herself out of the way, trying to keep close, trying to reach out to the Hive Master and take hold of him. The rivals were being killed without mercy as the rest of the swarm circled and began to accept their the locust as the _Self-Aware-That-Controls._

Airachnid tried once more, putting all her will, all her effort into controlling the locust; she was running out of time and soon the window for binding him would be closed. She hovered in front of him, dangerously closed to those crushing legs, reaching out to him. "_Obey me. I am your Mistress. I am your Deity_," she murmured, her voice resonating with Insecticon harmonics.

"_**No.**_" His denial was like a concussion grenade across her thought processes, throwing her out of vehicle mode. She howled in surprise, denial, fear, as she begin to fall, unable to make her own body obey her mind –

Suddenly she was in his arms, all four of them, pressed against his torso, his wings keeping them aloft. She was caught in his stare, paralyzed, as his face moved closer to hers.

"Obey _me_. Love _me._ Worship _me_," he whispered, his lips brushing over hers. "You couldn't beat me before, Airachnid. What made you think that you would have any chance against me now? You belong to me. _I am your **Master**_."

She screamed inside her own head, optics wide, unable to move.

* * *

**It's been slowly coming to a boil, but if you've been bearing with me, now you get some pay off. Things are gonna get interesting for Airachnid - maybe a little just desserts! **


	4. Chapter 4

"We will play this game again, Airachnid. I will allow you to pretend to control me in front of the others, but in private, you and I are going to have a little _talk_," Kickback whispered. "Now, look _pleased with your success_. The others will be watching. If you so much as thinking of behaving in any way out of normal, I will devour you alive in front of them."

The locust released her, and released his mental control over her body. Airachnid quickly transformed into a helicopter, maintaining her position.

"I hate you!" the the femme hissed venomously.

"Good, that's exactly how I want us to start," the locust purred, transforming and shifting back into jet mode. Leading the swarm in a final upward spiral, the locust transformed once again, tossing his head back and uttering his own, unique, piercing war cry. The high pitched harmonic scream pierced the air and carried for miles in all directions, and was echoed by the rest of the swarm, who had accepted him as their Master.

The ebony grasshopper then began his descent. The mass fluttering of wings and heavy bodies followed, landing on the ground in a ring around the Decepticon officers and their new Hive Master, bowing low.

Airachnid had no choice but to play the game.

Landing and transforming, she bowed before Megatron, keeping the seething disgust for the locust behind her in check. "The bonding was successful, Lord Megatron. May I present to your new Hive Master, Kickback."

Megatron looked past Airachnid at his new warrior. "Well done, Airachnid. You have secured a place among the Decepticons once more."

_Not that I ever _wanted_ a place among you_, she thought to herself, still bowing as the huge silver mech passed her by.

Kickback respectfully dropped to one knee, right arm across his chest, head lowered. "All hail Megatron!" he said emphatically.

"Rise, Kickback," Megatron said, as the locust got back up. He studied the Insecticon, eyes narrowed, searching his memory files.

"I remember you," he said with mild amusement. "Beneath Kaon, during the first rally. . ."

"Your words inspired more than just the miners and low-castes," Kickback replied. "You inspired the lowest and most oppressed to transform and rise up."

Megatron clapped his hand on Kickback's shoulder. "It is good to have one of the original revolutionaries with us once more." Turning back to the others, Megatron addressed Shockwave next. "And what became of Sharpshot?"

"Destroyed by Grimlock," Shockwave answered.

"Mmmn. I see," Megatron mused, sounding genuinely disappointed. He glanced back towards Airachnid. "See to it Kickback is properly fed and allowed to establish a physical hive. I want more Insecticons in production." The Decepticon leader started back towards Darkmount. "Knock Out, assist Shockwave in Kickback's maintenance. Soundwave, Starscream – come with me."

* * *

"I have to confess, this is the first time I've been interested in maintenance on a bug."

Knock Out handed Shockwave one of the diagnostic cables from the multitool harness dangling over the medical berth. Spider-like, the device featured dozens of extendable armatures ending in tools, the ends of injector or siphoning hoses, and connector cables for the accessing of neurological modules, actuators and electronic ganglia.

"Kickback is not like the other Insecticons. His CNA was altered to express a greater degree of intelligence and power," Shockwave explained as he connected the diagnostic cable to the side of the stasis-locked Insecticon's head.

"That probably explains why he looks more like a regular Cybertronian than the other bugs crawling around this citadel," Knock Out thought aloud.

Airachnid leaned against the wall of the medical facility, keeping her distance from the two mechs and their patient. There was nothing she wanted to do more than leave, walk out, find a way off this planet. Tormenting Arcee wasn't worth it now that she was once more bound into the suffocating hivemind. She hated Jack even more for destroying her one way off this planet and out of the hands of the Decepticons. That little human had cost her the freedom she'd fought so hard to secure. She looked up only to briefly lock eyes with Knock Out. The hatred in his optics was still brilliantly clear as brows furrowed together and his mouth pulled into a tight line. The femme turned her head away, looking back at the wall.

"So, Airachnid," Knock Out said, deciding to prod at the spider's visible discomfort, "What's the deal between you and the bug over here? You seemed less than enthusiastic about having him around."

"That's none of your business," Airachnid calmly rebuffed, looking coldly back at the red mech.

"Oh, but I think it _is._" Knock Out moved away from the berth and walked towards the spider with a certain menace to his stride. "You're at the bottom of the food chain now, and if I want answers I can order them out of you."

Airachnid hissed warningly, unfolding her arms and glaring at Knock Out, her legs shifting into the abdomen of a spider, her long, thin extra legs supporting her weight.

Knock Out's arm transformed into a saw. "Oh just _try_ something, femme, I've been fixing things so long that I'm _aching_ to get back to **breaking** them."

"Altercations in this area are inadvisable," Shockwave stated loudly alongside the sound of a cannon charging up. His left arm was aimed at the both of them, the interior of the cannon's barrel glowing deep inside. "Megatron's orders were explicit. You will both cease this useless display of posturing and aggression and cooperate, or I will be forced to render you both inoperable."

Knock Out growled in frustration, shifting his arm back to normal. "This is _not_ over between us," he whispered harshly, pointing at the spider.

"Oh but I think it _is_, Knock Out. Megatron's orders. We have to play nice and pretend that Breakdown never happened. Not that it was a tragic loss to the Decepticon cause," Airachnid tormented behind a smug smile.

Knock Out suddenly roared and shoved over a crash cart of tools that went clattering loudly across the floor. "Do you have any idea what you cost me – what you cost _us_?!" he snarled. "Breakdown was a Combiner! The Decepticons lost Menasor the day you snuffed his spark – not to mention the fact that you allowed that technology to fall into the hands of the grease spot little natives!"

"Then why don't you take that up with Megatron?!" Airachnid yelled back. "He ordered Breakdown and Dreadwing to execute me, what was I supposed to do, lay down and _die_?!"

"You were insubordinate and tried to take control of the Decepticons the moment the opportunity presented itself!" Knock Out shouted back, whirling back to face Airachnid.

"Should you _really_ be throwing that stone, Knock Out? I don't recall you being blameless in that particular charge – and don't even get me started on Starscream. How many times has he tried to stab Megatron in the back only to come sniveling back and still be allowed to live? I made _one_ tactical, **logical** decision and I was thrown to the scraplets!" Airachnid protested.

Shockwave's antenna raised a few degrees, listening intently to the argument while keeping his weapon trained on the both of them. He continued to run diagnostics all the while – multitasking was never a problem for him. What processes should have been devoted to emotional capacity had been rerouted to other systems. It allowed him to sift through information and assess the probability of thousands of outcomes at blinding speed.

This was new information for Knock Out. While he had seen Airachnid's failed attempt to take control – losing in a humiliating fashion to Soundwave – the reason for Breakdown and Dreadwing's mission with Airachnid had never been divulged. Only the outcome. He hated to admit it, but she had a point. His siding with Starscream had been forgiven, perhaps by the simple saving grace that he had been the only medic present among the Decepticons. But now, with Shockwave back among their ranks, he was, as Megatron had put it, "no longer indispensable". Knock Out opened his vents, taking in a sharp breath of air and gusting it back out, a sigh of acceptance.

"I guess nobody's perfect," he grudgingly admitted, and looked down at the scattered tools as his anger began to cool. He'd have to let it go; he would have killed to survive the same as she had. The need to survive was understood.

Airachnid watched the tenseness melt out of him as he mulled over what she had to say; she, too, relaxed, if only a little. She couldn't be completely at ease with Shockwave still pointing his arm cannon at the both of them.

Knock Out looked at the floor and reached up to rub the back of his neck. "I don't suppose you'd give me a hand with these," he asked, offering an olive branch as he looked at her with an apologetic mien.

Airachnid shifted back out of spider mode and touched down on her feet. She was satisfied with her point being made, and she was going to need all the allies and sympathy she could get. "Sure, I have few I can spare," she lightly joked, offering a little smile of acceptance in return.

Knock Out barked a short laugh as Airachnid approached him, gathering spilled components with her regular arms as well as the claw-tipped arachnoid limbs. They knelt down together, keeping close by one another.

"So really," he asked her quietly, gesturing towards Kickback with his eyes, "what is he, ex-boyfriend?"

"No. Worse," Airachnid murmured in reply.

Satisfied with the resolution he was witnessing, Shockwave powered down his weapon and returned silently to his work. Knock Out and Airachnid felt a wave of relief; the scientist's arm cannon was rumored to have been improved considerably since the war. Potentially it was as strong as – or even stronger – than Megatron's own.

"Do you think one-eye is going to narc on us to the boss? What we said isn't exactly promotion-worthy," Knock Out whispered to Airachnid as quietly as he possibly could.

"Shockwave is almost as good at keeping his vocoder off as Soundwave. When it comes to him, the only thing that matters is logic and outcomes – if he thinks a handful of disgruntled outbursts every so often keeps the Decepticons working together, he'll keep it to himself," Airachnid answered, equally hushed.

"Then there's always Soundwave. We may have to watch our backs from now on," Knock Out grimaced, quailing at the realization that he'd forgotten how thoroughly monitored Darkmount was.

"You should always be watching your back," Airachnid admonished.

"Perhaps we should watch each other's?" Knock Out offered, reaching over to turn the crash cart upright.

"Are you sure you can trust me, Knock Out? You know my reputation," Airachnid said with a disarming smile.

"And you have no guarantees that I'm not setting you up for a fall," Knock Out stated smoothly, a dangerous look in his eye.

"Mutually assured destruction it is," Airachnid agreed, standing up with an armload of tools.

"My favorite kind," the red mech said.

* * *

**Thanks for the reviews! I appreciate it a great deal. Constructive criticism is always welcome, I'm looking to improve.**


	5. Chapter 5

"_Then there's always Soundwave. We may have to watch our backs from now on."_

"_You should always be watching your back." _

"_Perhaps we should watch each other's?" _

Soundwave's visor went blank, the waveform line across it dropping off at the end of Knock Out and Airachnid's conversation.

Starscream's eyes narrowed as he scowled; Megatron sat impassively on his throne, his expression inscrutable.

"With your permission, Master," the silver seeker began, looking up at his leader, "I can see to it both of them are terminated."

Megatron raised an eyebrow, glancing down at Starscream, listening, but not necessarily _approving._

The Seeker picked up on Megatron's lack of enthusiasm and modified it with a nervous smile and a flourish of one taloned hand. "Or at the very _least_, see to it they are _severely punished _for their disrespect!" His wings perked as he pointed a finger in the air, straightening himself with a smile. Surely _that_ would earn some kind of approbation from his Leader.

A bemused chortle bubbled up from Megatron's barrel chest, causing Starscream's smile to fall in confusion. Had he misinterpreted something? Was Megatron about to lash out at him? He took a step back from the throne just as a precaution.

"Keep them monitored, Soundwave, but don't let them know they're being observed," Megatron commanded his silent Communications Officer. Soundwave nodded in assent.

"I don't understand," Starscream asked, genuinely puzzled. "I mean she does have something of a point about being singled out -"

Megatron's head snapped warningly towards the Seeker who startled and held his hands up defensively. "- Not that she didn't deserve to be punished for her disloyalty!" Starscream shouted, cowering back and away from his master. "But surely, Master, you aren't going to let such things simply become status quo?!"

The silver behemoth rose from his throne.

"Of course not!" he rasped. "But there _is_ something to be said for "giving them enough rope", as the humans say. It may come to you as a surprise, but I wish to cultivate ambition among my troops, Starscream. Without ambition, without the desire to _take hold of what is before us, _we are no better than drones, meekly suffering under whatever taskmaster commands us." Megatron stepped down from the dias, treading the pathway leading to the edge of the open tower. He faced the horizon and the setting sun, a far-away look in his optics as he contemplated the future of the Decepticon cause. In these moments he was at his most lucid, the visionary inside him rising to give utterance to words that could stir the sparks and minds of millions.

"If we have any hope of renewing our species, we must forever purge complacency and mute acceptance from the Cybertronian spark. We must _reforge_ ourselves and our world so that we are never again so easily captured by the notions of peace and safety. What was it that the Guildmaster and the Senate had promised us after Nova Prime and the original Ark disappeared, never to return? Safety. Rationality. Order." He looked down at the Seeker at his side, the intensity of his voice and his presence rising. "What it gave us was a slow slide into oppressive stagnation. If I must personally take each Cybertronian by the neck and crush them until they at last rise against me, learn to fight, learn never to be yoked by an oppressor again, **so be it**!"

Starscream listened and watched as Megatron turned away from him, uncertain of what to feel. It was the most monomaniacal, self-righteously arrogant things he had ever listened to – and he had once been one of the guardians of Sentinel Zeta Prime, attending Senate meetings with him.

At the same time, what a magnificently noble ideology to be so completely swallowed by.

After a moment of deafening quiet following those words, Starscream decided to risk speaking again, turning back to Megatron as silver mech ascended his throne once more.

"And is that why we tolerate those . . scrap-eaters among us?" The reference to the Insecticons was all too clear, as was Starscream's distaste for them.

"If any breed of Cybertronian intrinsically understands the principle of struggling to become something more than a worthless drone, it would be _them,_" Megatron replied.

The communications panel chirped with an alarm, quickly getting the attention of Starscream and Megatron. "What is it Soundwave?" the silver mech asked, already alert.

Soundwave looked past his elongated shoulders, transmitting information along the surface of his electromagnetic wave field, an inaudible component of Cybertronian language. His elongated fingers pointed to the communication control panel's main screen.

"A Decepticon ship is approaching earth?" Starscream said with genuine surprise.

"Soundwave, identify the ship and its crew," Megatron commanded.

The silent Con's fingers danced over the keyboard in front of him, and the screen zoomed in on the ship, along with a set of names and visual identification profiles.

Megatron smirked. "It seems the Stunticons have finally caught up with us. Soundwave! Starscream! Make preparations for their arrival – and ready the prisons. They're bringing Autobot _guests_."

* * *

"Oh this is absolutely _disgusting_."

"You would think you'd be used to it by now. How long have you been working with Insecticons again, Knock Out?"

Knock Out snorted derisively and turned his back on Airachnid, folding his arms, drumming his fingers on his upper arms. "Too long for my liking. Then again, too long for my liking was about a cycle after they arrived," the red mech muttered.

The crunching noise of metal being crumpled, shredded and crushed was permeating the air as the large black Cybertronian locust continued devouring the remains of the fallen beetle Insecticons that had challenged him and been offlined.

"It's just a part of nature," Airachnid explained coolly, standing next to Knock Out, enjoying his discomfort. "Insecticons eat their dead and heavily wounded."

"_He's eating their brain modules first!" _Knock Out complained, horrified, as he gestured with both of his arms to Kickback.

"That is one of the most rich sources of rare alloys and CNA," Shockwave calmly explained, watching over his prized Hive Master. "Their superior designs are being incorporated into the next generation of Insecticons."

"Did you say 'next generation'?" Knock Out asked Shockwave as if those words did not make sense.

"Correct. Kickback will soon be ready to produce hatching pods that will produce new Insecticons," Shockwave state, "and if there is sufficient genetic material, along with enough information from their collective consciousness – their spark network – Hardshell and Sharpshot will be reborn. There is even the potential for the generation of entirely _new_ independent Insecticons."

Knock Out could not believe his audioceptors. "_The Insecticons can create new sparks by _themselves_?_" he whispered, stunned, "- And did you say that Hardshell could be _reborn_?!"

"Correct. Insecticons are self-generating. Their hives are a collective consciousness – a large, strong spark networked among hundreds, even thousands of bodies. The Hive Master is the self-aware, independent focus of the spark, while the drones within the hives are extensions of that spark," Shockwave continued. "So long as enough of the spark remains in one masterless hive, a new Master can regenerate the former. In this way, Insecticons could be though of as possessing a kind of immortality."

"It's not hard to see why they were a subject of research," Airachnid added, hands on her hips, watching Kickback finishing off the last corpse. "Imagine if we could harness that capacity for regeneration among the Decepticons. We'd never lose another soldier."

Knock Out's mouth drew into an emotionless line, his brows furrowed together at the thought of it. Break Down, able to be recovered like back-up data in a network . . .

"Airachnid, you know the location of the hive on Earth before it was awakened. That will likely be the most complete hive structure on the planet. You will need to guide Kickback to its location so that he can complete it and begin pod generation," Shockwave said to the spider.

Airachnid wasn't sure she wanted to say yes.

Suddenly, her mouth was agreeing to the task for her.

Kickback's mind had reached into her once again, overriding her control over her own body, sending off false frequencies of neutral agreement. She felt herself transforming into helicopter form and rising into the air, as the locust jumped up, flapping his wings, shifting to jet mode, and following her as she begin to move. Locating the hive would be an almost instinctual thing; the alien framework and electronic systems within it would be a beacon to any Insecticon within the same hemisphere. Kickback's jet mode shimmered and vanished under a cloaker, leaving only Airachnid exposed as the two climbed to cruising altitude, headed south.

"You know, for someone who is supposed to really hate that guy, she didn't seem to have much of a problem leaving with him," Knock Out mused, servos to his faceplate.

"Indeed," Shockwave agreed, already suspecting the truth.

* * *

"I want you to know, Airachnid, that you have only yourself to blame for the state you're in."

Kickback circled her slowly as she stood, immobile, in the center of the cave, unable to control her body, unable to do anything but think, listen, and wait.

"Did it ever occur to you that your actions would one day catch up with you?," he questioned, arms behind his back as he stopped in front of the spider, smiling down on her. It was here and now that he was most dangerous: When he was alone with his victim, and there was no sign of rescue, his true colors were revealed.

Airachnid mentally grimaced. She had taught him _too_ well.

"You slaughtered my hive, my Master, my Creator! My body was still wet from hatching when you stuffed me into that containment crate with the lucky few of my brothers that you decided would fetch a good price, and then -" His optics narrowed and he sneered in barely contained rage, "- you decided to help yourself to the energon inside the unhatched pods of my younger batchmates, leaving their incomplete protoforms to expire in the open!" He turned partially away, taking another step to Airachnid's right. "But _that_ . . . That was not even the most damning thing about it. No, the most egregious part of your crimes is that _you shared the knowledge of the hive mind _and you **still** butchered and enslaved us!"

Kickback lashed out at Airachnid with a powerful backhand that sent her spinning off her feet and crashing into the ground several dozen feet away from him. He lessened his control on her enough to let her get up and speak.

"_How many, Airachnid?!" _Kickback demanded, a maniac fury creeping into his voice. "How many Insecticons died needlessly when you could have been the one to bridge the gap for us? You **knew** we were sentient long before any of the other Cybertronians did and yet you stayed **silent**!"

The spider struggled shakily to her hands and knees, the blow so strong it shocked her processors. The acid-sharp pain of fractures inside her helm were so intense she fought to keep from purging her fuel tanks. Her vents were flared completely open.

"I could potentially forgive the other Cybertronians for what they did. We could not speak their language. They could not understand our fields and frequencies, and not all of us ever grew enough to transform or express individuality," Kickback continued, rapidly closing the distance between himself and Airachnid. "But you _willingly_ helped them! _You sold me as a pet to a Senator's sparkling!_"

Airachnid flew into the wall of the cave from a solid kick to the stomach. She smashed into the rock, and rolled down onto the floor, the impact of her body leaving vague impression of her frame, fissures extending outwards into the granite.

She lay still amid broken stalagmites, the trauma of the beating dropping her quickly into stasis lock.

Kickback's hands were clenched into tight fists, his spiracles radiating the heat of his fury and exertion, distorting the air around him. His wings were arched high over his shoulders in an autonomic threat display, as if he'd been challenged by an awakening Self-Aware.

He forced his wings down, uncurling his hands, and knelt by Airachnid to make certain she would survive the beating he had just given her. It was unsatisfying, over too quickly. He wanted to scream at her, to shake, twist or bludgeon answers and excuses out of her. He wanted to draw out her suffering until his loathing for her continued existence overcame his need for revenge, but most importantly: He wanted the reason for why she had abandoned him when he had needed her the most.

* * *

**Next up: Pods and Stunticons and Wreckers, oh my!**


	6. Chapter 6

**Author's Note: I am including ONE original character in this story. I am not including the character as a self-insert or center of attention, but as a creative exercise. I like well-done original characters, and I'm going to do my best to make this OC seem as if it is just a natural part of the Transformers universe, like any other character. Hopefully having an OC in the story won't put anyone off. :) Glyph, Rad and Jackpot are actual canon Transformers - unloved TFs need attention too!**

**Sorry for this taking so long - spring is in the air and I had a lot of planting to get done. :)**

* * *

Kickback sat, resting his elbows on his knees, chin on his arms, watching Airachnid, waiting for her to wake up. His mind was wandering, old memories bubbling to the surface.

"_He's getting too big," the Senator explained as he kept a tight hold on the inhibitor harness around the Insecticon. "I know it's going to be a sparkbreaking experience for my little femme – she already tried to hide him from me – but there's a significant risk involved in having a fourth instar Insecticon in the house with a sparkling. What if she moves the wrong way and he suddenly decides she's prey? I couldn't live with myself if she were hurt." He frowned at the chained locust at his side. "That doesn't even get into his behavioral problems. I _swear_ he's getting too smart for his own good – they can't understand neocybex can they? My sparkling insists he can **talk**."_

"_Sparklings can have big imaginations," Airachnid replied, taking the leash from the Senator. "She's just probably attached to her pet. You can assure her that he'll be in good hands, and that he'll be able to grow up and spawn his own hatchlings."_

"_Thank you. It will be of some comfort to her. She was very attached – called him "little brother". She'll understand when she gets older."_

"_Does he have a name he responds to?" Airachnid asked, pulling the Insecticon over to him. He fluttered his wings, chirping pathetically, resisting as much as the inhibitor harness would allow._

"_Kickback. She named him Kickback," the Senator explained._

"_Well, 'Kickback'," Airachid smiled coolly, looking down on the young grasshopper, "Let's take you to your _new_ home."_

* * *

"I'm taking bets on which one of the Stunticons comes to get us when we land. Fifty shanix on Motormaster."

"Are you _seriously_ trying make a bet right now? You don't even_ have_ any shanix."

The four Autobots were imprisoned in the hold of the Decepticon cruiser _Roadkill_. Held by neutralizer manacles from the walls, Shiftlock, Rad, Jackpot and Whirl tried to keep themselves occupied while planning for an escape – as soon as they could find out where they were going. Rad, the red Autobot scientist with a penchant for risk-taking danger, was chained next to the copper and black striped hand-to-hand specialist, Shiftlock. Across from them were Jackpot, the black and gold Autobot strategist, and Whirl, a blue helicopter-frame, and ex-Wrecker (voted twice "most likely to defect").

Fortunately for the small group, Whirl was still unconscious.

"Yeah, well, you know my luck," Jackpot grinned. "We'll be out of here unscathed, just watch. One of the neutralizer-cuffs will short out and we'll get free. Or Dead End will get too close to Whirl, he'll wake up, and we'll have to shield ourselves from the chunks that go flying. Or better yet, Drag Strip will totally fall for my charms. Did you see her? Those stripes go aaaall the way up."

"Somehow I don't think Wildrider is gonna be happy if you hit on his sister," Shiftlock deadpanned. "Yeah, you have that freaky luck - which I am just going to say right here and now is nothing but a string of _coincidences_ - but fembots are one area where you should just quit while you're ahead."

"Give it time, even _you_ will come around, my sexy, sexy, ice queen," Jackpot replied smoothly to Shiftlock, waggling his optic ridges at her.

"If the Stunticons don't kill you, I **will**," Shiftlock warned.

Rad nudged Shiftlock with a leg. "It could be worse. You could be chained up _next_ to him right now."

"Yeah, I'd say that's proof he has scrap for luck, but then again, Whirl's been unconscious the whole ride," Shiftlock replied, glancing over at the monoptic, claw-handed maniac slumped down next to Jackpot.

"Hey Rad, wanna try to wake up sleeping beauty over there?"

Jackpot's smile suddenly evaporated. "You wouldn't!"

It was Rad's turn to grin like the cat that ate the canary. "I might."

"That is _cruel and unusual punishment!" _Jackpot exclaimed in sparkfelt protest. "I am _way_ too close to those pointy claw - hand - whatevers!"

"Oh, I'm sure the 'Cons will pull him off you before there's any _permanent_ damage," Rad teased. "Consider it a contribution to science! We'll experiment to see if your luck really _is_ a Primus-given special ability."

Shiftlock was already trying to prod at Whirl with her foot.

"I take it back! I take it back! Just don't wake him up!" Jackpot pleaded.

Shiftlock's foot hovered dangerously near Whirl's face. "You promise to take a hint and stop coming onto me like an overcharged combaticon on shoreleave?"

"Yes, yes, I promise not to -" Jackpot paused. "Wait, does that mean I get to come onto you in ways _other_ than an overcharged combaticon on shoreleave?"

Rad tried to faceplate-palm but the chains would not allow him. He groaned audibly. "JP, you're the only bot I know that tries to negotiate how precisely to pick up a Wrecker!"

"She's a what?" Jackpot asked, dumbfounded.

Shiftlock grinned, showing a hint of sharpened dental plates. "Oh you can try to get me into berth if you want, sugarbot, but if you do, it had better be because we're bonded. Y'see I hunt bots down and kill them for a living, and I think I'd be very, _very_ inclined to split you groin to jaw plate if you came after me with less than honorable intentions."

"... that's my girl," Whirl muttered, slowly coming too. "just like I trained her."

"... You're a Wrecker, _and_ Whirl was your CO," Jackpot mused, inching away from the helicopter-frame as Whirl's single yellow optic brightened.

"Yep," Shiftlock smoothly replied.

"Y'know I do believe my conduct was _completely_ out of line before and I would really, really like to start over with a more _professional_ tone if I may, I mean, we're all Autobots after all and we should be functioning like a military unit instead of a bunch of genericons out looking for a good time don't you think because that's what I think and maybe we should be focusing more on getting out of here than anything else hahahaha!" Jackpot's rambling ended in nervous laughter as Whirl straightened himself up.

He turned and stared at Jackpot with that single, unblinking eye. The other Autobot swallowed audibly. His doom had most certainly come.

"She totally likes it rough," he casually informed Jackpot, pointing a claw at Shiftlock.

"**WHAT?!**" Shiftlock blurted out, incredulous, struggling against her chains. "WHIRL YOU _GEARSTICK_!WHEN I GET MY SERVOS ON YOU-!"

**"KEEP IT DOWN IN THERE!"**

The enormous gray-black bulk of Motormaster moved in front of the forcefield-enhanced bars of the prison cell.

"_Pff! I totally called it!_" Jackpot whispered.

"_Now is **not** a good time for that, JP_!" Rad harshly whispered back.

"You can all S**HUT YOUR FUEL-HOLES** before I **SMASH 'EM IN**," the behemoth roared. "We're landin' in a couple of kliks, and then your sorry afts are gonna be turned over to Megatron's "loving" care. I'd suggest you start beggin' Primus for help, 'cause no one else is around to save your sorry carcasses!"

Whirl turned his head towards Motormaster. "So, is Wildrider willing to negotiate for conjugal rights to his sister? I've been pent up for awhile, if you know what I mean."

Motormaster growled, his face contorting into a sneer, menace in his optics - yet he did not enter the cell, restraining his temper.

"Oh, I'm sorry, do you guys have some kind of time-sharing thing going on with her? I've heard that combiners have this whole _inter-team intimacy_ thing going on," Whirl asked, pressing his luck further.

The low grinding noise of Motormaster's dental plates rumbled through the cell.

::Are you trying to get us KILLED?!:: Jackpot radioed on an Autobot frequency shared among the four.

::No, he's trying to get us _out_,:: Shiftlock replied. ::If he can get slag-head there to blow his top and come in here, we can take him.::

::We're in _inhibitor cuffs_,:: Jackpot pointed out. ::He is going to come in here and kill Whirl, then the rest of us!::

::Oh where's your sense of adventure, JP? Better to go down fighting, I say, :: Rad responded.

::Am I the only bot here that still has a sense of _self-preservation?!_:: Jackpot cried.

::Probably,:: Whirl added. ::Sucks to be you.::

After a tense moment, Motormaster suddenly began to laugh. "Nice try there, _ex_ Wrecker. I'm sure that probably works on idiots like Starscream. Unfortunately for all of you, I'm afraid I can't let those insults to Drag Strip go unpunished. You think those manacles you're hanging from are just inhibitor cuffs? Surprise - they're also hooked into a vamparc system." His hand went to a control panel at the side of the cell.

Rad's optics widened. "Did you say a vamp-ARRRRRRGGGGHH!" Suddenly he and the other four Autobots were howling and writhing against their chains, blue-white arcs of electricity dancing over their frames as the vamparc ribbons woven into the restraints electrocuted them while at the same time draining away energon reserves. After a few miserable moments the four collapsed onto the floor, their twitching bodies streaked with blackened paint, vents giving off wisps of plasma-smoke.

"I put the babies to bed," Motormaster commed back to the other Stunticons. "We're quiet and ready for landing at Darkmount."

* * *

_Airachnid had just finished loading the containment cage into the transport when she heard the sound of transformation behind her. _

_"I wanna go home!" the boy inside the cage cried in perfect Iaconian-accented neocybex. The young locust had apparently finished one of his last burst-molts, gaining a transformation cog in the process._

_"So you _can_ talk," Airachnid mused with a smile, turning around and looking into the back of the transport vessel. She put one foot up into the back of the truck and leaned forward, resting an elbow on her raised knee. "I'm sorry to tell you this, kid, but you aren't going back there. They don't want you any more."_

_"That's not true!" the boy protested, grabbing the bars of the cage, angry and afraid. "Glyph is my big sister and she would never send me away!"_

_"And yet, here you are," Airachnid casually pointed out. "Your old family doesn't want you anymore, and that's why you're here in the back of a truck."_

_Kickback began to wail. His world shattered, the boy had nothing left to do but cry in utter despair. Separated from his natural hive and his Iaconian family, the isolation was more than the little Insecticon could bear._

_The spider felt a tug on her spark. Normally she could ignore the sobbing and do what needed to be done - what she had always done before - but this sparkling stood out from among the others. She recognized the pattern of chartreuse reticulation on his wings and remembered that she had been the one who had taken him from his hive and sold him to the Senator that had now discarded him like a worn gasket._

_"What's going to happen to me?" the Insecticon sparkling sniffled._

_She'd lied to the Senator, told him what his daughter would want to know. The truth of the matter was that the little Insecticon would likely end up sold to a waste disposal plant where he would join hundreds of other Insecticons kept in darkness and chains, forced to eat scrap to stay alive - or be sold to a laboratory for experimentation. _

_She could not rationalize away the guilt rising inside of her._

_Airachnid stepped into the back of the truck and opened the cage. Reaching in, she picked up the frightened sparkling held him to her chest. He wrapped his arms around her, unwilling to let go, as if his life was dependent on clinging to her torso. In a way it was; if she decided to put him back into the cage, it would be considerably shortened at the very least. _

_Her heart melted unexpectedly and she held him as if he were her own, soothing away his quiet sobbing, climbing easily out of the back of the truck as she shifted into spider mode. _

_"You're going to have a new family now, with me," she said, finally answering Kickback's question. "This world hates our kind, so we have to stick together."_


	7. Chapter 7

**This chapter is devoted to a bit of exposition and back story. G1 and Fall of Cybertron shed some interesting details on the Insecticons, and I've decided to expand on how I imagine they originally fit into Cybertronian society. TF:Prime gave some big clues that helped shape the final product.**

**Paragraphs in italics indicate events happening in the past.**

* * *

Airachnid was right to explain to Kickback that the world hated them. Cybertronians blessed enough to have vehicle alt-modes – no matter how common or low-caste those modes may be – were still better off by far than those who had come out of the Allspark bearing chitinous shells and multiple limbs.

Insecticons and their eight-legged kindred Arthrocons***** were the lowest of the low, looked upon as monsters or dumb, brute beasts. Ill-understood, their kind had lived far beneath the surface of Cybertron in the myriad maze-like tunnels and access shafts known as the Underground. It was once routine that newly sparked Cybertronians would prove their courage through death-defying runs through the Underground, avoiding the terrors of the creatures that lived beneath the surface. Some did not survive these runs, becoming prey to those that lived the depths. A holdover from ancient times, prior even to the Age of Wrath, when the Quintesson invaders had helped themselves to Cybertronian slave labor, these runs created a certain balance; the Underdwellers were provided a chance to hunt and feed themselves on the weak and foolish that could not survive a run through their domain. The Cybertronians that emerged successfully had proven themselves courageous, skillful and strong – not just to others, but to _themselves_.

During the launch of the colony ships at the beginning of the Golden Age, most of the Cybertronians possessing animal modes of any kind left to find their own world, following their Primal Ancestor, Zoan Prime (one of the Thirteen), aboard the _Hyperborea_. Hives of Insecticons and Clans of Arthrocons opted to stay behind, to continue their Primus-given role in Cybertron's ecosystem: purging, protecting and maintaining the interior of the planet. By and large they vanished into the Underground, and by the time the Caste Era had begun, they were almost forgotten, remembered now only as invasive monsters that hindered exploration into the depths of Cybertron, or unwanted hazards of energon mining. When hives were disturbed, the Insecticon drones swarmed and dealt vicious, terrifying retribution to protect pods, hatchlings and spawning grounds.

Hive hunting soon became a dangerous but popular sport.

While high-caste wealthy elites generally stuck to their turbofox hunts, those wanting a more dangerous 'big game hunt' went after Hives. As Insecticons spoke a language all their own and used unique frequencies to keep in contract with one another, they were considered nothing more than animals – hunted as pests or trophies, and later, captured and enslaved for "domestication". Captured drones were kept caged or in containment areas, used as waste disposal, farmed for the unique materials they extruded to create their hives, used as slave labor when large enough to transform, or pitted against gladiators for sport. Hive Masters – those that could produce pods, and thus, new Insecticons – were highly sought after, in order to create whole domesticated hives.

There was always the risk, however, that the drone Insecticons would turn on the hive workers that farmed and controlled them, and the criminal practice of disposing of unfortunates by feeding them to enraged, starving hives only caused more to go feral. Those that escaped took to the underground of cities around Cybertron, becoming a danger to the public when their numbers grew too large.

Arthrocons had an easier time. Able to communicate with other frame classes, they were given far greater freedom than Insecticons, and treated in general as mid-caste. Their appearance did not always win them favors; reactions to Arthrocons were mixed, with some Cybertronians finding them pleasantly exotic or fascinating, while others, notably Sentinel Zeta Prime, hated them for even being _similar_ to organic species on other worlds. Marginalized during the caste-era, Arthrocons often had less than savory jobs, working as spies, saboteurs, bounty hunters – and hive hunters. For some Arthrocons, breaking through their frame-based glass ceiling required using Insecticons as a ladder.

And so it had been for Airachnid. Satisfying her Primus-given predatory urges as a tracker and hunter made life easy; and hive hunting could pay incredibly well, provided the quality of the hatchlings she found were good. Kickback, as a young hive master of the Seeker-like "Swarmer" type, had brought her enough wealth to buy a ship.

Keeping the young locust with her would prevent her from earning even more wealth in his re-sale, but Airachnid reasoned that training him to assist her in hunting and tracking would be more cost-effective in the long run. Kickback's natural ability to sense energon made him an excellent tracker, and when things were tough, the two could share raw energon that he could locate. Being saddled with a curious, hungry, needy sparkling was far from ideal in her trade, but Airachnid had enough vision and patience to see the reward at the end of the work.

Airachid altered her business, taking up bounty hunting, tracking and dealing with other dangerous life forms, but specifically _avoiding_ any further hive hunting. If perchance Kickback should come in contact with his natural hive, the connection to said hive would be restored, and he would immediately know that she had stolen him from his nest after having killed his generator. The fallout from that kind of knowledge would be _devastating_, especially when he had finished growing to maturity, and would likely be three times her size.

_"Why do I have to stay in swarmer-form?" Kickback asked as the ship entered the Badlands airspace at the edge of the Sea of Rust. "Why can't I talk to the others like you do?"_

_"You're special, Kickback," the spider explained. "Other Insecticons can't think and talk like you do. They're more like cybermice - just a spark fragment and a neurocord. They aren't aware of themselves like you are. It's very sad, but because of that, other Cybertronians won't treat you fairly. They'll treat you like livestock, or worse, like a freak of nature. If you talked in front of them, they might try to take you away from me and take you to Tarn or Altihex." She looked at the young Insecticon, still a child but now as big as she, with a serious expression. She brought her voice low as if talking about monsters or evil secrets. "They might even try to _dissect_ you."_

_Kickback recoiled visibly, his antenna flattening backwards, frightened of such a fate._

_Airachnid patted him on the shoulder, smiling. "That is why you have to listen to me and do as I say. I'm your family now, and I love you and care about your safety. I only want what's best for you, sweetspark. You're still very young and you wouldn't last a minute in the world without me to protect you. Remember, Kickback, Cybertronians hate us and want to use us. They will **never** be our friends or allies."_

_Kickback looked at his hands and sighed. "I still miss Glyph," he murmured, antenna drooping. _

_"Oh, I know you do, but she's forgotten all about you by now," Airachnid assured, guiding the craft towards an outpost just outside Kaon. "Bots in Iacon only care about their wealth and power, not each other. If they were truly kind, they wouldn't oppress the miners and workers in places like Kaon. They wouldn't keep Insecticons like slaves, would they?"__  
_

_"No, I suppose not," Kickback agreed somewhat glumly._

_"That's my good boy," Airachnid replied sweetly. "Now, don't be worried about having to pretend to be a dumb beast. Pretending to be less intelligent and capable than you are is a good thing, and it is very important to learn when you need to sneak into places or learn things about others. If they think you're not as smart as you are, they will underestimate you. Deceiving others should be our top priority, Kickback. It gives us the edge to survive against a world that is against us."_

_"But why can't I go near other Insecticons?" the boy asked innocently._

_"That is **absolutely** forbidden," Airachnid said firmly. "If you were to go near them you would be pulled into their hive-mind and never come out. You would lose what makes you special, and you really _would_ become a drone animal - and that's if you're lucky. Hives fight with each other, and if you did not have the same wave pattern as a wild hive, they would attack you and eat you _alive_."_

_This didn't do anything to help Kickback's mood. He flinched at the hard, authoritative tone of Airachnid's voice; she noticed this, and lovingly stroked his head and antenna, soothing him. He fairly melted into her touch, seeking comfort and refuge from the terrible, terrible world just beyond the ship, the world that was, it seemed, just waiting to tear him to bits. _

_"It'll be all right, dearspark. Just follow my lead. I'll teach you how to be strong and cunning, so that no one will be able to trick or hurt you," she murmured, cupping the boy's cheek. "That's why we're going to Kaon. We're going to watch some of the gladiatorial matches today. I want you to study them and learn from them. There are also some important people we need to meet. Did you finish reading the book I gave you?"_

_"Yes, mother," Kickback replied. Some of the words and concepts in the book were new to him, but he was remarkably intelligent, and grasped them quickly, despite being a mere child. _

_"We're going to watch the author of that book today in the ring," the spider grinned. _

_Kickback gasped, optics wide. "We're going to see _**_Megatronus_**_?!" he exclaimed, unable to contain his excitement._

_"Yes we are, dear! That's why I need you to be extra careful today. I know you want to ask him a million questions but it's not safe to show who you are just yet. I need you to pretend to be my hunter today, but I'll make sure you get to see everything," Airachnid said as the ship began landing procedures. "Go ahead and transform in the back of the ship and get ready. I'll come get you when we've finished docking."_

_"YAHOOO!" Kickback shouted, jumping out of his seat and racing to the back of the ship, singsonging the whole way. "I'm gonna see the gladiators, gonna see the gladiators!" His day was absolutely made._

_Airachnid took a deep breath. She'd staved off another round of questions. The child was far more intelligent than she'd expected, and keeping him managed was going to get harder as she went along. It was time to focus his attentions on other things - give him something to hate, something to strive against, or a cause to fight for. Something that would keep him from prodding too much at her restrictions on him. There was going to be a war coming - of that she was certain - and war meant opportunities for wealth, power and advancement. The spider smiled. With an Insecticon bodyguard and new regime that would be in need of her services, the future looked bright indeed. _

* * *

***Arthrocon: This is a frame-class I created to describe arthropod-type Transformers, such as spiders, mites, scorpions, etc.. I don't count crabs or shrimp as part of this, as there is a canon group known as Seacons that incorporates pretty much every aquatic Transformer.**

******I kept hearing 'Mother Knows Best' from Tangled in my head as I was writing for Kickback and Airachnid's past . . .**


	8. Chapter 8

**As this part is entirely back story, I'm removing the italics for ease of reading.**

* * *

After the matches, Airachnid had gone down to one of the rooms reserved for gladiators, surgeons and sponsors to gather and fraternize, taking Kickback with her. As of late, it had become an impromptu meeting hall for those part of or considering joining the new Decepticon political movement. Leaving her "pet" off to one side of the room, she had quietly reminded him to stay on his best behavior, as she sought out some of the elite of the movement to establish herself and look for potential angles for financial gain.

Kickback was excited to be around so many other Cybertronians, but nervous as well; most of them ignored him or shunned him out of disdain, but he took it in stride. He had been warned about _that_ too. Still reveling in the thrill of seeing live combat, his optics searched the crowds, seeing if he could get a good look at the winners of today's matches.

One of them was Soundwave. The tall, thin, frail-looking combatant tended to throw his opponents off by looks alone, but in the ring, he was frighteningly skilled. Kickback wished he could be a fighter like the silent carrier. He swayed back and forth on six legs, mimicking somewhat the moves he'd seen.

This got unexpected attention from the Minicons that were almost always at Soundwave's side. Part of a lower, thoroughly abused caste as well, Minicons present on Cybertron's surface were criminals and undesirables who had been rounded up by their fellows and sold to other Cybertronians as servants, or modified into deployers. This deal had been arranged millennia ago by Senator Ratbat, who represented the moon and the Minicon frame-type among the Senate and Guilds. Soundwave had taken in his deployers (most of whom had been badly abused or had run away, only to end up damaged and starving), giving them a new life and home. Having always treated them with compassion and kindness, Soundwave's deployers were fiercely loyal to him.

The two human-type deployers near Soundwave's feet noticed the Insecticon across the open room. One nudged the other, pointing at the locust, while the other nodded. Soon they were making their way through the forest of legs around them, darting nimbly between the feet of other, much larger Cybertronians even while they were on the move. Kickback went still, realizing he'd been singled out, and began playing dumb as the two smaller mechs stopped in front of him.

"Hey Frenzy," the black and red Minicon said, calling his blue-violet partner over, "Check out this one! He's kinda shrimpy for a bug."

Rumble poked at the end of Kickback's antenna with a tiny digit. The both of them were small enough to climb on the locust's back and ride him, and the irony was not lost on the Insecticon, though, pretending to be an animal, he could not fire a snappy comment back. Instead he moved his antenna away from the Minicon's finger and ruffled his wings warningly.

"Awww, he's kinda cute, ain't he. For a bug, I mean," Frenzy said with a friendly smile.

"Legs over there says she has him tamed," Rumble pointed out, continuing to prod Kickback's antennae, amusing himself like a child by touching the tips and watching Kickback move them out of the way in another direction.

"Seein' as how he ain't tryin' to bite your hand off for messin' around with him, I guess he is," Frenzy noted.

Rumble rubbed his hands together, leering as he came up with an idea that was both devious and stupid. "Frenzy, gimme a hand here. Let's see if we can ride him!"

Frenzy laughed and went right along with the bad idea, clasping his digits together so that Rumble could step up and climb onto the locust's back. Kickback mentally grumbled, continuing to tolerate the harassment. He had to pretend to be a dumb animal. Otherwise what Airachnid said might come true, and he might get taken away to a laboratory for dissection. He hissed through his spiracle-vents, trying to scare the two impetuous Minicons from doing anything more.

Unfortunately for Kickback, Rumble and Frenzy were far too foolhardy to frightened off by a hissing grasshopper twice their size, and soon the two had climbed onto Kickback's thorax and seated themselves. "How do we make this thing go?" Rumble asked his fellow deployer, looking over his shoulder.

"I dunno," Frenzy replied. "There a leash or somethin' on this thing?"

Rumble shook his head negatively – and then had an even worse idea. "Look!" he said, pointing to Kickback's antennae. "Built-in reigns!" He reached for the two yellow sensory organs and grabbed both firmly, one in either hand.

"Ride-'em swarm-boy!" Frenzy laughed, as Rumble yanked the antenna backwards and tried to snap them like a horses' reigns.

The pain was utterly unbearable and Kickback panicked, unable to handle it. "GET OFF ME! LET GO! THAT HURTS!" he screamed aloud in neocybex, transforming and grabbing the two Minicons in his hands, pulling them away from his sensitive antennae.

A pin dropped would have crashed like thunder as all eyes were suddenly on the Insecticon and all conversation came to an abrupt halt.

Kickback took a step back, antenna flattened backwards, trembling as he realized the gravity of his mistake. His optics found Airachnid's, who stared back at him with equal parts anger and horror.

"I'm sorry, I didn't mean it!" Kickback cried, again in neocybex. He abruptly dropped the Minicons and covered his mouth with his hands, before transforming back into a locust and stridulating, his wings fluttering and producing pathetic chirps like a hatchling avianoid.

Frenzy and Rumble landed with a soft thud and got up, staring at Kickback in amazement. As Rumble rubbed his dented backside, Frenzy eloquently stated what was on everyone's mind:

"Hey, he can talk like us!"

"Yes, that's quite a trick, isn't it?" Airachnid announced aloud, moving through the crowd towards Kickback. "Sometimes they learn to mimic sounds just like a parrotroid," she explained, glowering at the cowering Insecticon. Frenzy and Rumble moved out of her way, well aware that her anger was quickly redirecting itself to them. She was about to chew them out, when the crowd behind her parted for a tall, commanding figure in the back.

"Yes, that is quite a trick. A very specific outburst to that situation, too."

Megatronus stepped into the light, walking towards Airachnid and Kickback. The scarred miner, D-16 emblazoned across his right chestplate, looked down on the situation with an inscrutable expression, neither pleased nor displeased, optics moving between the spider and the locust.

"You may speak freely, boy. There is no need to hide yourself here."

"Megatronus," Airachnid sighed, "It's only an animal. It's repeating things its heard in the past. It was, after all, the property of a senator. Who knows what sort of things it must have seen and heard before it was abandoned?"

Suddenly a fusion cannon was pointed at Airachnid's head, charging up. The brilliant glow of the energy gathering deep inside its barrel reflected off of the Arthrocon's face, her violet eyes widening.

"Speak or the Hunter dies," Megatronus commanded, looking down at the Insecticon.

Immediately transforming, Kickback threw himself between the cannon and Airachnid. "No!" he shouted, hugging her protectively, his back to the cannon. "Don't kill my mother!"

Megatronus raised an optic ridge and the other gladiators, surgeons and other low-caste sympathizers began to murmur among themselves. "So this child is _yours_, Airachnid?"

"Wow," Rumble murmured to Frenzy, "hive hunting's a lot riskier than they let on!" The two snickered among themselves at the implication.

Furious and lightheaded from such a close brush with potential death, Airachnid fought to keep her wits about her. "No, he is not my _generated_ sparkling," she declared quickly, brusquely, as she pushed Kickback aside to face Megatronus. "He was abandoned by a senator who had no idea what he was. I took him in and looked after him."

"And so you found it necessary to allow a _child_ to continue to function as a _hunting beast_," Megatronus added.

Airachnid did not like where this line of questioning was going, or the tone the Decepticon movement's leader took in describing the situation between herself and the boy Insecticon. Her brows furrowed together. "It was necessary to continue the ruse in public." She gestured to the crowd. "Just look at the reaction his capacity for speech gets. Do you think the Senate would allow this kind of information to get far? The outcry would be enormous and your words are already setting them on edge. No, they would take a talking Insecticon and make him "disappear", just like Pious Maximus."

The Arthrocon hedged her bets. This piece of information she had never intended to share – now she would be more heavily scrutinized and could not do with Kickback as she pleased – but in the end she felt that spending this coin of revelation out of the treasury of the secrets was worth it. She could see from the looks on their faces that her reputation had not only been salvaged, but strengthened: With a few words she had gone from potential child abuser to heroine.

"What is your name?" Megatronus asked the Insecticon, his cannon powering down as he lowered his arm.

"Kickback, sir," the young locust replied.

"Do you know who I am?" D-16 asked.

"Yes, sir. You're Megatronus. You wrote 'After the Ark'," Kickback replied, keeping protectively near Airachnid.

"And did you understand what you read?" D-16 asked.

"Yes sir. You said that after the loss of the first Ark and the disappearance of the last of the Primal ancestors that we've allowed ourselves to stagnate out of fear, that we desire safety more than our own freedom, and because we value peace more than progress, we're degenerating as a species and as a society," Kickback answered.

Megatronus looked surprise. The crowd muttered amongst themselves, a few pointing at the Insecticon. The boy cowered a little, wondering if he'd said something wrong.

"Kickback," the huge silver mech said, "Do you understand, then, why we are here? What it is, exactly, that I – that _we_, believe needs to be done now?"

The boy looked aside for a few moments, thinking, before his gaze returned to Megatronus, looking up at him, eye to eye. "Yes, sir. Someone decided your life for you, after you were hatched," he said, using the only term for being born he was acquainted with, "all based on what you could change into. And because of that, you have to do a dirty, dangerous job no matter what you actually want to do."

The Insecticon was emboldened as he continued to speak; it was as if Megatronus' presence had stirred something inside him. "I know what that's like, Mister Megatronus, sir. Even though I was just a hatchling, I was sold as a pet, and even now, my kind are being sold by weight in the marketplace."

D-16 smiled.

Airachnid did not like where this was going. Certainly the sparkling needed something to keep him more occupied, but she did not like how this self-declared "future Prime" was influencing _her_ Insecticon. She had a sinking feeling he would soon be considered part of their group rather than under her direct control as property, and she would not be able to limit their influence on his upbringing. She had invested too much time, effort and energon to have her perfect bodyguard wooed away to fight for some political cause. He would be needlessly killed – and certainly not while protecting _her_.

"You did well in bringing him here, Airachnid," Megatronus mused. "If there are other Insecticons like Kickback – those who can speak and reason like one of us – then their plight is the same as ours, if not greater. This kind of information would help our cause tremendously."

"It's too risky!" Airachnid interjected loudly, reaching out and pulling Kickback close to her. "Would you make my _son_ a target of the Senate? You may be willing to take the risk of rebelling against them, but you do it as an adult. I will not allow _my sparkling_ to be made into a political tool!"

A black and violet speeder-frame mech narrowed his eyes and walked up to Megatronus' side. "You should consider who you're talking to, _femme_," he growled menacingly, glaring at her.

"Stand down, Barricade. She is right," Megatronus replied, holding a hand out to one of his bodyguards, calming the situation. "Endangering the life of a child is too much to consider." He looked back to Airachnid. "But one day this information will get out, as it has _today. _I have a suggestion, if you are willing to consider it, Airachnid: He will need to learn to fight, and to survive on his own. You are a Tracker, are you not? A dangerous occupation – one that often makes widows and **orphans**. Have him spend time with us, here, in Kaon. Let him learn to fight, to develop his body and his mind. The child is obviously gifted intellectually, let him learn what interests him. The boy has no sire – will _you_ teach him how to be a mech?" the silver titan-class asked with a smirk.

Airachnid inwardly bristled as Megatronus attempted to move her like a piece across a chessboard. Still, the opportunity to have him taught combat directly by some of the best gladiators in Kaon rather than just hope he picked up moves by watching – it was too good to pass up. She would have to keep a close watch on Kickback and how we was being influenced. The power struggle between Megatronus and herself was _far_ from over.

Now to play the part of the dutiful mother once more.

"What do you say, Kickback?" she asked, looking at her "child" and reassuring him with gentle stroke of his head and antennae.

Kickback's optics were wide as saucers. "R-really? I mean yes! Yes please I want to learn, whatever you have to teach me Megatronus - I mean **sir**!" he added quickly.

"Excellent, Kickback," the gladiator said with a chuckle at the child's enthusiasm. He glanced over to his silent ally. "Soundwave, make arrangements with Airachnid for suitable times to bring Kickback in for assessment and training. In the meantime, inform the others here that they are not to breath a word about him or his speech capacity to anyone else."

Soundwave nodded in agreement as Megatronus thanked him, the silver mech making his way into the now dispersing crowd.

Rumble and Frenzy, who had disappeared into the crowd to avoid retribution for their little stunt, now filtered their way back to Kickback.

"Hey, sorry about yanking your feelers kid," Rumble apologized. "We didn't know you could think and stuff."

"Yeah, we probably shouldn't have, y'know, tried to ride you and everything," Frenzy added sheepishly, looking aside.

"It's okay," Kickback said, crouching down to speak to the Minicons as his 'mother' communicated via EMF with Soundwave. "I wouldn't have minded but there wasn't really any way for me to tell you that before."

"Really?" Frenzy asked, surprised. "You mean you'd actually fly us around if we asked?"

"Well, yeah, it's not a big deal," Kickback beamed.

"Kid, you're the greatest!" Rumble announced. "Laserbeak and Buzzsaw are too small t'give rides and most of the other guys around here would just, y'know, step on us if we asked."

"You don't have any friends either?" Kickback asked, surprised.

"Er, not really, no, not since we killed all those guys in-" Rumble was cut-off in mid-sentence as Frenzy slapped a hand over his mouth.

"Hey, you gotta talk nicer around a kid, you moron, you're gonna give him a complex!" Frenzy hissed.

Rumble slapped Frenzy's hand away. "Hey, he's gotta learn sometime, and who you callin' a moron you blue geek?"

Frenzy shoved Rumble. "Who you callin' a geek, pipsqueak?!"

"PIPSQUEAK!? Why I oughtta-!" Rumble reared back to sock Frenzy in the jaw, when both suddenly stopped, receiving a silent, sharp reprimand from Soundwave, who was glaring in their direction.

Rumble coughed into his hand. "Uh, yeah, anyways, kid, we'll be your friends, okay?"

Kickback laughed faintly at their antics. "Great!" he answered. "And when I can, I'll fly you around, okay?"

Frenzy gave a thumbs up. "Okay!"

* * *

Off near the back of the room, on the way to the surgeon's area, Megatronus walked alongside the disgraced scientist who now served as his personal surgeon.

"Do you think any other Insecticons of that child's capacity exist, Shockwave?"

The monoptic mech's arms were behind his back as he continued down the hallway, thinking out loud. "Probability suggests there is a high likelihood of other sentient Insecticons in existence. There were several laboratories dedicated to their research and rumors of Insecticons able to open cages, pick locks, solve problems and escape secured areas. Such behavior suggests that while they may lack vocal capacity equal to the child's, their intellectual capacity may be near or equal."

"We need to find them, Shockwave. I need an Insecticon to speak out to the masses. Preferably an adult, or one that does not have a _helicopter parent_ to hide him under her skirt," Megatronus said.

Shockwave nodded. "I will see what I can find."


	9. Chapter 9

**Author's note: FOC made me wonder where all those hatching pods, small and large, came from. My best theory was that the three sentient Insecticons did what bugs usually do, and laid eggs in large numbers. This particular chapter does include some pod generation, but the intent behind it was for plot and not an excuse for romance/babies. Hopefully it doesn't gross anyone out. :) You have been warned.**

* * *

The first thing Airachnid heard was strangled cry as she began to come back online. Primal awareness layered beneath her upper cognitive thought processes screamed for survival, flushing inner energon to her brain module, spark frame and t-cog. Her body was instantly aware before the rest of her was, and it was already trying to struggle away from the sound of the cry. Falling into consciousness, she rudely slammed into the floor of reality, venting sharply, optics snapping open.

She couldn't move.

She wrestled furiously; arms were bound behind her back, legs fixed to the wall of the hive-cavern – all of them – and her strength alone was not enough to free her. What was holding her in place? She suddenly looked down, and the slow, sickening lurch of energon pulsing in and out of her abdomen suddenly made sense.

Scaly cables were fused into her abdominal frame, running along the ground to a nesting platform. Her arms and legs vanished into layers of hexagonal, matte-black Insecticon plating that cocooned her fast to the interior of the hive. She was for all intents and purposes nothing more than a torso and head, a sentient, immobile energon filtering system.

Her perception snapped back to the sound of the cry, to the nesting pad that had been constructed since she was beaten into stasis by her former "son", where she found him hunched forward, on hands and knees. The angular, cockpit-like frame in the center of his torso, gold and violet, was splayed open like a blossoming lily as a black and violet ovoid hatching pod, larger than normal, was in the slow, strained process of passing out of Kickback's body.

The fight-or-flight overdrive that had jerked Airachnid to consciousness was fading quickly, the energon filtering through her body pulsing asynchronously with her spark, leaving her nauseated and dizzy. She kept her mouth shut, hoping Kickback had not noticed her waking with his awareness otherwise fully occupied.

_The pod is too big_, she wearily thought to herself. _A swarmer-class shouldn't be passing a titan-class pod. What the scrap did Shockwave do to him on Cybertron?_

The pod was firmly seated, halfway out of Kickback's generation chamber, wedged in. Gritting his dental plates, he strained to pass it, his engines revving high, but to no avail. It wasn't budging.

_If he can't pass that pod, he'll die,_ Airachnid thought, resting her helm against the back of the cage, wearily observing. _If he dies, I'll die, too. The hatchery will just keep draining me of energon. There's no point in trying to radio for help or even open a distress beacon. Hives are internally shielded to keep them from being discovered by electromagnetic signatures._

"You have to destroy the pod."

Kickback suddenly snapped his gaze towards Airachnid, his optics bright in pain and exertion. He squeezed them shut as his body tried again to force out the oversized pod. "No!" he spat, vents flared open to try to cool his heated internals.

"Do you want to die here?!" Airachnid argued. "You can generate another, just crush it and save yourself!"

"_That's your answer to everything, isn't it?!_" Kickback roared. "Saving yourself! It's always about saving yourself!"

"Why shouldn't it be?!" Airachnid yelled back. "Once you're dead there's _nothing_ left for you, why _not_ save yourself first? Let the rest of the world _burn!_"

"Self-preservation at the expense of others is how an **animal** thinks!" Kickback snarled, his body tensing up and engines whining with the effort of another contraction.

Airachnid recoiled as if she'd be slapped, her lips turning in an incredulous sneer. "How _dare_ you!" she hissed in fury. "How _dare_ a filthy scrap-eating scavenger like you call me that!"

Kickback laughed amid his physical agony. "We're _kin_, **mother**. What does that make _you_ then?"

Airachnid screamed in impotent rage, straining against her restraints as the Insecticon continued to laugh. Faint pops inside his chassis quickly silenced him, brilliant pink energon seeping from under joints and plating in his torso.

The femme's fury drained away, looking at the weakening Insecticon that refused to save himself at the cost of whatever life was inside that pod. For a moment the look on his face, that same look inside the back of the truck so long ago, summoned the harpy talons of guilt to latch themselves into her spark and tear away at it.

"Why?" Airachnid whispered, grief crawling into her vocoder. "Why won't you save yourself?"

"Hardshell. Sharpshot," Kickback groaned. "This is . . . the only way to bring them back."

The titan-sized pod suddenly made sense.

"But _why_?!" Airachnid demanded, trying to understand, "Why those two?! Sharpshot was a maniac. Hardshell was a beast!"

"_They are the only family I have_," Kickback explained.

Her lack of inclusion did not go unnoticed. Airachnid looked down, closing her eyes.

"I was _afraid_," Airachnid blurted out.

"What?" Kickback hoarsely whispered, digging his digits into the soft rock around the nesting plate.

"All of this – all of what happened to you – it was because I was **afraid**, Kickback. I didn't join the Decepticons because I _wanted_ to, I joined them because they were the only ones strong enough to keep him at bay! I didn't leave you in the Institute because I _wanted_ to, I left you there because I didn't have a choice!" Airachnid blurted out, arguing more with the crumbling walls of her psyche than with the Insecticon a short distance away.

"Aaaauugh!" Kickback tossed back his head, his agonized cry unable to completely mask the sound of twisting, rending mesh. The oversized pod dropped out onto the nesting plate with a gush of energon behind it, backed up from ruptured seals and torn internal structures. The pod extruded metallic, wire-like tendrils of its own accord, seating itself onto the nesting plate and linking into the energon systems hooked into Airachnid.

The connection was made, and the return of energon was complete, no longer draining, but circulating. The offbeat rhythm that had been pulsing sickeningly against her spark slowly came into synch with her own. She was suddenly aware of the life inside the hatching pod. She could feel it: warm, helpless, small, but strong and vigorous. Completely healthy, completely innocent, reaching out to her to bond.

Every warning her rational mind could dig up was being thrown at her to counteract, to resist this feeling of interdependence. The old stories hive hunters had told her, her own experiences of finding Cybertronians fused into hives as she was now, so enraptured by the beckoning warmth of so many sparks synching up with their own that they shrieked with insanity when pulled from the nests, clawing at their would-be rescuers to return. Those few with strong enough wills to prevent the madness that followed being forcibly separated from the nirvana of collective consciousness were never the same again: Always looking back. Always trying to find something to fill the void left inside them.

Kickback collapsed onto his side, the plates of his generation chamber grinding as they tried to close around a frame bent open. One flap refused to close, leaving his spark semi-exposed.

"Maybe now," he rasped in exhaustion, "You'll learn to care about something more than yourself. Maybe you'll learn to act like a _real_ mother this time."

Airachnid panicked. "You don't understand! It wasn't my fault!" The thought of forced bonding, even temporarily, removed all rationality, with only feral fear driving her outbursts. "No! Don't do this to me! He'll find me! HE'LL FIND ME!"

Pushing himself onto hands and knees, trailing a trickle of energon, the locust crawled towards Airachnid; slumping up against the wall of the cave, he drew an arm around the smaller Cybertronian, and rested his head against hers. Though he had wanted revenge for so long, he was having trouble bringing himself to accomplish the task. He could reason it away as calming her enough to let the hatchling inside the pod bond with her, but he would only be fooling himself.

He had wanted answers. He was second guessing as to whether or not he could handle them.

"Who?" he rasped, as his auto repair systems tried to deal with the damage, stalling the ongoing production of a second hatching pod.

Airachnid was trembling, her optics wild. "If I say his name he'll find me!"

The tired Insecticon was puzzled. Who could inspire this much fear? He'd never seen Airachnid like this – not once. Not even Megatron had so solidly shaken her to the core. "We're shielded. No one can find us," he soothed, stroking her shoulder, trying to reassure her. "I'm here. Just like you planned, I'm here. No matter who it is, he can't get to you. Who, Airachnid? Who?"

"_**Tarantulas**_," the fembot whispered.

* * *

**Sorry for the shortness of this chapter, but it was the perfect place to end it, and there's plenty more to come.**

**I am now keeping a list of episodes/stories in my profile, along with the order in which they should appear, and previews for new ones. Brat and Masters and Servants are going to be episodes in an ongoing 'Season 4' of Transformers Prime I'm writing called, collectively, 'Invasion'. Enjoy!**


	10. Chapter 10

**More flashbacks! Sometimes you have to establish the past in order to unveil the future. Again, since this is all back story, I'm skipping the italics.**

* * *

The spider's hideous cackling grated on everyone's nerves.

"Hee hee hee hya haa haa haa!" His whole frame seemed to shake with perverse delight. "So once again the high and mighty Sentinel Zeta Prime must come to the _lowly_ Arthrocon for help," he smoothly hissed. "To what do I owe the honor _this_ time, my Liege?"

Zeta gritted his dental plates. He hated Tarantulas. He hated anything that moved around on legs in alt-mode in general, but Tarantulas took the proverbial cake – he was as just as hideous _inside_ as he was outside.

Sitting across from Tarantulas in the spider's personal "lair", a laboratory on the edge of Tarn, Zeta had gone in without his usual cluster of Elite Guards. Of course Ultra Magnus would have a fit about it later; the Captain of the Guard did not like it when Zeta went anywhere without proper protection, but Zeta had reminded him that he was more than capable of fighting, even if he hadn't had to lift a rifle in years. Nevertheless, Springer, one of his trusted triple-changer Triorian guardsmen, had been posted within sniping distance. Just in case.

"I'm certain you are aware that there is … _discontent_ growing among the lower castes," Zeta explained. "Thanks to publications of a certain Kaonian miner, bots are beginning to question their place in society. I am in need of a way of _strongly persuading_ the minds of the masses. I believe you can provide guidance on how best to accomplish this."

"Mass thought control?" Tarantulas questioned, grinning sickly. "My my, Zeta. That's quite an ambitious means of keeping the peace. A bit... _tyrannical_, wouldn't you say?"

Zeta narrowed his optics. "I believe _you_ would be the last person on Cybertron to lecture me on _morality_, Doctor."

Tarantulas laughed again, thoroughly amused at Zeta's discomfort. He turned from the table and went to a cabinet at the wall, opening it and reaching in for a bottle of high grade and two cubes. "Would you care for a drink? Far be it for me to forget to show hospitality to the _Prime_," the spider mused.

"A small drink." Zeta paused and stared at the spider. "It's not _from_ someone, is it?"

Tarantulas feigned shock and horror, "My Liege, how could you even _think_ I would serve you energon taken from some poor struggling wretch's fuel lines?" He set the bottle and cubes on the table, staring Zeta in the eyes, adding under his breath, "_That's_ reserved for special occasions."

Zeta's lip curled in disgust at the thought, but he said nothing about it. The sort of abominations Tarantulas indulged in would guarantee arrest and execution by smelting if it were anyone else; even a Senator couldn't have escaped being brought to justice for long - but the spider was a special case.

Tarantulas was old. Older even than some of the most ancient and honored members of the Senate or the Council of Elders that convened only to maintain the Primal lineage. He had lived through the Age of Wrath, and had been part of the select team of specialists picked by Nova Prime to help design the first Ark - though Tarantulas had, it seemed, wisely chosen not to board it for its first and only flight.

The continuing Primes had since privately sought Tarantulas for technological information, never publicly admitting to visiting the perverse hermit for fear of their public image. As a former associate of Jihaxus, one of Cybertron's greatest scientific minds, Tarantulas knew secrets about the Cybertronian mind and body that had been lost over time. The old Arthrocon guarded his secrets carefully and exacted heavy tributes for his services. Killing Tarantulas was out of the question: his mind, though twisted, was filled with priceless, irreplaceable knowledge.

"I am willing to provide you with what you will need in order to make this happen, but it _must_ remain covert. If the general populace had any idea of what I'm proposing, even the high-castes would revolt," Zeta said, wrestling with the repercussions of what he was about to authorize. He didn't like it. He didn't want to have to force the lower-castes into submission, but order _had_ to be maintained. It was his _duty_. It was the burden he carried as a Prime.

"Oh that's easily arranged, my Liege," Tarantulas reassured, seating himself and pouring the high-grade. "I will require scientists and doctors of course - any that thirst after knowledge and are willing to lay aside personal ethics to get results would be greatly appreciated. I'll take them from the low and middle castes as well, as long as they have talent. The hunger for an improvement in class should be a sufficient means of control." He paused and tapped his faceplate with a sharply pointed talon. "Mmmn... guards for restraints, a few Constructicons that don't mind working in the Underground-"

"-The Underground?"! Zeta interrupted. "You go too far! Are you suggesting we build a complex where those _creatures_ live?"

Tarantulas held up a hand, gesturing for Zeta to relax. "No need to worry, Prime. The Underdwellers and I have an _understanding. _They will leave us alone."

Zeta raised an optic ridge, but held his peace, settling back in his seat. As old as Tarantulas was, he would not be shocked if the spider said he had personally cut a deal with the Fallen.

Tarantulas slid a cube to Zeta, then began pouring his own drink from the elegant stressed-crystal decanter. "Oh, and there is a _special_ payment I will need for such an _involved_ and _complicated_ project."

Zeta narrowed his optics. "And what would that be?" he asked warily, raising the cube to his lips.

"I get a bit lonely these days," Tarantulas vented with faraway look. "I would like a mate. Someone suitable as a lab assistant but easy on the optics. Preferably a rotorcraft, I've always had a bit of a fetish for flying types," he cackled wiggling his hand talons.

"You can't be serious!" Zeta exclaimed. "I'm a **Prime**, not a _match-maker_, how am I supposed to find someone _you_ would consider suitable for a mate?" He added under his breath, "And who in their right minds would want to consider _you_ as a mate?"

"Well, if you're going to _insult_ me and crush my dreams, then you can find a way to deal with the populace **yourself**," Tarantulas sniffed, turning in his seat and folding his arms, petulant.

Zeta gritted his dental plates. "_Fine_," he hissed through clenched denta, "Give me a list of traits you desire in a mate, and I will see you get what you want." He knocked back the contents of his cube in a single swallow. He was going to need plenty of high-grade to get him through this ordeal.

"Very good!" Tarantulas twittered, giddy as a sparkling. "I want her about my height - not too tall, I don't care for giant females - high intellect is a must, preferably a femme with a bit of a scientific mind as well. She needs to be adventurous, and if you can find a femme rotorcraft that has this trait? _Devious_. Cunning is a quality I desire in a mate. I want someone who keeps me on all of my toes."

"_Charming_," Zeta grimaced.

"Excellent!" Tarantulas declared, grinning widely and clasping his servos together. "I will begin planning our little _Institute_ while you seek out the personnel. Contact me in a lunation, in our usual way."

* * *

"Airburst!" Silverbolt called from the entrance to the observation deck. "You've got a communique from Sky Commander Starscream. Looks like you're being given a new assignment."

A platoon of rotorcraft-frames were occupying the observation deck on their off duty hours, chatting amongst themselves, drinking energon and watching the view of Vos from the Air Command tower. The lone femme of the group, the violet and gold Airburst stood and saluted Commander Silverbolt as he approached the group. He handed her the datapad. She looked at it curiously, not expecting any change in orders.

"Oh, Whirl, there's one for you too," Silverbolt added. "Let me just say that you are one lucky spawn of a glitch."

Whirl stood up, a huge grin on his face, his blue optics shining a bit brighter at the bit of good news. He walked over to Silverbolt for the datapad, taking it and thumbing through the bulk of the communique.

"I cannot believe the Guild actually _approved_ your function reassignment," Silverbolt said in genuine surprise. "Do you realize how rare that is?"

"What can I say? It pays to have blades," Whirl shrugged with an easy smile.

"Aww man, does that mean you're _leaving_ us?" Vortex asked, seeming genuinely disappointed. "Now who's gonna help me glue Dirge to his recharge bay?"

Silverbolt cleared his throat. "I'm going to _pretend_ I didn't hear that, Vortex," he chided.

"Looks like I'm leaving as well," Airburst said, sounding a little shocked. "I've been selected for an assignment as a Senatorial attache."

"That's a shame," said Windburn, a little saddened. "You've been a fantastic second in command, but I suppose it was inevitable. With your intelligence and strategic gifts, it was only a matter of time before you ended up promoted out of the platoon."

Airburst smiled wistfully at Windburn. "Oh, now don't be like that. It's not like I'm going to be at Trypticon Station or Garrus-1! Iacon is not that far away, you can always come visit."

"I dunno, once you get involved with the Senate, they're probably gonna take over your life," Whirl warned playfully, trying to look at Airburst's datapad over her shoulder. "Seems like everyone that works with them always disappears out of the public eye."

"Yeah, once you start hob-knobbing with the big wigs it'll be like you fell out of the sky. You'll forget all about us," Vortex complained, leaning against his seat.

"Pfff," Silverbolt dismissed. "Come on guys, this isn't a death sentence, it's a_ promotion_."

"So Whirl, you never did tell us, what are you gonna do now that you're leaving part of Air Command?" Windburn asked, curious.

"Well, I've always been interested in chronometrics," Whirl said absentmindedly, savoring the freedom he had finally earned.

"_Watchmaking_?" Vortex asked in disbelief. "You're gonna give up the military for _watchmaking_?"

"Hey!" Whirl retorted, mock-pouting. "Everyone's got a hobby, and I'm _good_ at it. You see these hands?" he asked, holding up his perfect blue five-fingered servos. "These are _forged_ hands. You know what they say about forged hands."

Vortex snorted and teased, "Well, I know what they say about what_ you_ do with _yours_ late at-"

"Ooookay, let's not go there," Silverbolt interrupted, pinching the bridge of his facial ridge, and shaking his head, venting a sigh. He looked back up Whirl and Airburst, a hint of sadness in his smile. "At any rate, congratulations you two. We're gonna be hard pressed to find bots to fill the positions you're leaving behind." He took Whirl's hand and shook it, then Airburst's in turn, before saluting. Both of them snapped to attention and returned the salute. "Good luck in your new endeavors, guys, and I guess, for the last time - _dismissed._"

* * *

"Ahh, you must be Lieutenant Airburst! Welcome, my dear, welcome. We've been expecting you."

Inside the luxurious side chambers of the Senate hall, Senators Proteus and Ratbat were relaxing in elegant seats facing opposite one another at a stressed crystal table. A magnificent view of Iacon framed the room through a large picture window. The walls and floor were sumptuous and brilliant shades of blue, crimson and gold. The finest works of Polyhexian artistry hung from the walls.

Airburst saluted crisply and remained at attention. "Sirs!"

Ratbat chuckled. "At ease. You are allowed to relax for now," he said, picking up a mini-con sized energon cube and sipping it. He chose to remain, for once, in his humanoid alt-form, rather than bat-form. Airachnid tried not to stare as she fell into parade rest. He was so _tiny_ compared to Proteus. He could have just as easily sat in the other Senator's hand.

"As you are well aware, you have been summoned for a special assignment according to Senatorial dispensation," Proteus began. "I am here to present you with the full details of your assignment." He raised his arm and spoke into a communicator in his gauntlet. "Go ahead and join us. Your new _assistant_ is here."

Airburst kept a straight face, but was beginning to wonder exactly what was going on.

"Lieutenant Airburst, we are assigning you as a personal assistant and bodyguard to a very _special_ Cybertronian," Proteus continued. "He has requested your services specifically."

"Sir, with your permission, may I ask as to who this Cybertronian is?" Airburst questioned very respectfully. These were _Senators_ after all and even if they told you that you could relax, you did not. The gesture was to maintain an air of polite generosity even when no such thing was coming.

The doors slid open behind her, and she felt a chill go up her backstrut at the unsettling, alien wave field that entered the room before _he_ did.

"Oh, you're _here_!" Tarantulas exclaimed, sounding very pleased. He chortled to himself and walked around Airburst and undressed her with his multiple eyes, purring lowly, "Be still my spinnerets. . ."

"I believe you've just met him," Proteus grinned. Darkly.

Airburst swallowed audibly, unnerved.

"This is Doctor Tarantulas," explained Ratbat. "He's going to be overseeing the development of a new scientific institute dedicated to medical and psychological research. He is in need of a bodyguard and assistant as there are certain criminal elements that have made threats on his life. He is now your superior officer. You are to obey him without question, as you would a member of the Senate or Primal Council themselves."

"Yes, Senator," Airburst choked out, wishing she could jump through the window and fly away, never looking back.

"She's all yours, Doctor," Proteus cheerfully said. "I'm certain you both need time to get acquainted with one another and work out the fine details of your new partnership, so you are both dismissed."

"With _pleasure_, Senator Proteus." Tarantulas bowed formally, showing extra deference and gratitude in tone and body language. As he rose, he gestured to the door. "Now, my dear, if you please, after _you._"

Airburst didn't like where this was going, and she tried to hide her blatant disgust for the toadying creature that was now, apparently, her master. She buried her rising fear and loathing under a thick layer of military protocol, saluting him crispy. "Sir, yes sir!" She turned with a quick about-face and walked out into the hallway.

"Oh, she will do _very nicely,_" Tarantulas bubbled to Proteus and Ratbat. "_Do_ send my compliments to the Prime." He ducked out after his unwitting new bride.

The doors slid closed and Proteus sneered. "Ugh, disgusting creature. It's unbearable that we have to deal with it."

"I pity that poor femme," Ratbat sighed, shaking his head, sipping his highly refined vintage engex. "Sacrifices must be made, I suppose. I almost feel she deserves a statue for what he'll make her suffer through." He paused. "_Almost_. Statues are expensive after all."

Proteus chuckled. "Cheapskate. Incidentally, how is the automated energon mining project coming along?"

"Better than expected," Ratbat replied, upbeat. "We are going to be bathing in shanix before long, although we _will_ have to cut back on the mining labor force."

"A pity, but that's what the lower castes are for," Proteus shrugged dismissively. That same dark smile from earlier returned. "We can use it to sift out the rebels in the lower-castes; those that complain will be the ones that lose their jobs. The only option left for them will be the new Body Relinquishment clinics we're advertising. Tarantulas' new project will have plenty of research specimens then."

"And thusly, _even more wealth_ through the clinics," Ratbat laughed, holding up his tiny cube to Proteus as the larger mech brought down his, clinking the glasses together.

The joy melted out of Proteus' face as he contemplated the possible trouble he might encounter from certain other members of the Senate. He vented. "It's going to be _fun_ to keep Senator Shockwave from sticking his nasal ridge into the middle of this. That hystrionic bleeding-spark would howl injustice for days across the Senate floor."

"Pay him off," Ratbat suggested.

Proteus blinked. "With _what? _He doesn't take bribes."

"Information, Proteus. He's fascinated with spark research - maybe the best way to hide the Institute and the Clinics is right under his nasal ridge. Maybe we could distract him with a special dispensation to pursue artificial spark-splitting," Ratbat suggested. "The public outcry to such experimentation would be enough to have him impeached. If he's so eager to get his hands dirty privately, lets make certain we can display those hands at any time we see fit."

Proteus laughed. "I've always thought that your capacity for deception was one of your most charming qualities, Ratbat!"

Now it was Ratbat's turn for a sardonic smirk. _Oh you have no idea how deceptive I can be, Proteus. No idea at_ _**all**_.

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**Thank you for all the views and reviews! I appreciate it, everyone!**

**Next up: Transformations and Tribulations!**


	11. Chapter 11

**Sorry for the delay! This is the final chapter of the episode - but not the end of the story . . . **

**Musical Inspiration: "Smashing the Opponent" - Infected Mushroom**

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The puzzle was starting to take shape after so many thousands of years. Kickback had been missing large pieces, and without even a picture to guide him, what he had assembled was crude, malformed and wrong.

He continued to remain close to Airachnid, the old habits and old ways bleeding through the layers of anger and bitterness he wore like the robes of a noble. The twisted flap of his generating chamber stung, inner machinery grinding and whining faintly, trying to close. Inside the gap in his frame, his spark swirled busily, nodules of varicolor light popping free and orbiting their originator, an accretion of spark fragments slowly building. The hive master's generation systems continued to form potential new Insecticon life automatically, regardless of the present state of Kickback's body.

"So you were not . . . ?" He still wasn't certain he'd heard it right, his question dropping off as he second-guessed himself for asking.

"No. I was not always like this. Not always an Arthrocon. I was a Vosian, a rotorframe. Part of a exploration and special operations unit under command of Lieutenant Windburn." Airachnid's voice was heavy with the weariness of an inner burden carried too long. "I didn't learn until later why I had been assigned to Tarantulas. They made me chattel to barter what they wanted from the twisted old mech." She cast her glance downward, staring at and through the cables linked into her torso. "He made no bones about what he wanted from me, trying to court me as if I could possibly desire that _disgusting_ **beast** in any way." Her lip curled as she verbally spat on his memory; then, as suddenly as the venom started, it petered out. "I guess he became impatient. He trapped me in his lair, incapacitated me, and altered my CNA, changing me into what I am now. He told me that if I was too lofty for someone like himself, he would pull me down to his level."

"I thought only someone like Shockwave had enough skill to manipulate CNA in any meaningful way," Kickback said, morbidly intrigued by Airachnid's story.

"Where do you think Shockwave learned his techniques?" Airachnid asked. "Tarantulas worked with Jihaxus, and their knowledge was passed down, collected and studied by Shockwave while he was still in favor as a Senator."

Kickback turned this over in his processor a moment, before continuing the conversation. "You said Tarantulas wanted you as a mate. Did he . . . did he bond with you?"

"He forced it on me, yes," Airachnid whispered, shame obvious. "He permeated me with the capacity to understand and manipulate the hive mind, as he could. He intentionally manipulated both my CNA and the bond to make certain he could control me at any time, so long as he was close enough to me." She turned her violet eyes towards Kickback. "I was not the only victim of his manipulation, however. You are a product of his evolutionary experimentation."

Kickback's spark visibly retreated further into the safety of his frame.

"What?" he whispered in disbelief.

"When Tarantulas was acclimating me to my new body, teaching me how to use my access to the hive mind, he had me assist him in capturing an entire hive by mentally dominating its master. Forcing her to submit, Tarantulas was able to manipulate her CNA, cautiously changing only a little, to add the potential for much higher levels of intelligence in her descendants. That is how you, Hardshell and Sharpshot came to be. I did not spare the mere drones when Tarantulas sent me back to the hive to collect the rewards of his labors, Kickback. I took you and your brothers because Tarantulas ordered your retrieval."

Kickback sat back, bracing himself on his arms. It was a lot to take in.

Airachnid took notice of the change in Kickback's attitude, his pensive mien and sudden silence. She gave him a moment to ruminate over the information she was handing him, information that had been held back perhaps too long. She looked away once more, towards the pod on the nesting platform, still reaching out to her through the hive mind, seeking a connection, a support to lean on. The fembot kept it at arms length, at least for the time being.

"Tarantulas wanted all of the modified hatchlings, Kickback, but I rebelled in my own way. Hardshell was a bruiser, and Sharpshot a soldier, but you? You were a swarmer, more delicate than the others. I thought he might decide you were weak and try to cull you, so I separated you from the others." Airachnid allowed herself a sly smile and a brief laugh. "I won't lie, Kickback, I was so eager to escape that I saw you as a means of escape. I sold you to Senator Sigil for an enormous sum, enough to buy myself a ship and distance myself from the bond Tarantulas had forced on me. I bartered you for my freedom, but I believed that you would have a much better life than anything Tarantulas had planned."

"Did you?" she asked, glancing back over at Kickback, reading the mixed emotions playing across his field and face.

Memories of hide and seek with Glyph through the multiroom mansion perched atop the cliffs overlooking Polyhex replayed in his mind, an old tape well-worn with time and emotion. "Yeah. I did," Kickback replied quietly. "For as long as it lasted, I did."

"I am no saint," Airachnid continued, seeming to recover her strength and gather her wits as she laid out the circumstances of their intertwined lives before the locust. "If I were ever capable of being noble, upstanding or good, it has long since been crushed out of me. My sparkbond to Tarantulas tainted me more than his scientific manipulation ever could."

"You have justified reason to hate me, Kickback. I supported myself on hive hunting, it was all I had left to support myself with - but I _enjoyed it_," she smiled. "When Sigil called me back to take you in, I did so in hopes that you would grow strong enough to protect me one day from Tarantulas. Your intellect, your ability to communicate with others - you were a direct line to Megatron, and if you could not protect me then the Decepticons would certainly be capable of destroying the old monster."

The spider turned and stared at Kickback. "Continue to hate me, my "son". What did I ever do for you, other than give you a taste of sweetness, enough to make the rest of your life that much more bitter?"

Kickback frowned, confused by the change in Airachnid's demeanor. Telling him everything, baring her spark, then lashing out, trying to drive him away, make him hate her rather than pity her. Was it pride that required she repay a moment of weakness by inviting hell on herself in trying to enrage him? Was it some twist to her mind left by her bond to Tarantulas?

No, he thought to himself, searching out the motive lying behind that smug smile and those defiant eyes: This was a wounded animal constantly on her guard, conditioned to believe kindness was weakness, and intimacy a predecessor to assault.

"A chance at a normal life," Kickback replied, rebuffing her insults. "The war took that way from all of us eventually, but you tried. You can say that your motives were entirely selfish but I don't believe you. If there was no compassion or honor left in your spark you would not have taken me out of the back of that truck. You would not have turned me over to Senator Sigil in the first place."

He leaned in closer to Airachnid. "You want me to see you and treat you as a monster because that's what you believe yourself to be. You hate yourself, but you don't have the struts to offline yourself. You want someone else to do it for you, so you can_ die a martyr in your own mind rather than_ **_live_**."

The spider's eyes snapped open, apoplectic in denial and anger. Her emotions screamed incoherently in protest as protective layers of denial, deceit and projection were being torn away from the scabby, battered psyche hiding beneath.

"Accept what and who you are, _Airburst,_" Kickback stated firmly, unrelenting. He would not allow her to retreat either physically or psychologically. "You are only a monster if you continue to let yourself be one - if you continue to live as what Tarantulas intended you to be. Fight it! You made me read Megatronus' writings, did you ever read them for yourself? Did you ever think that maybe once there was actually something _to_ what Megatron wrote - to rising up against oppression?"

"If you won't fight it for yourself - if you cannot live with what you have become - then fight to deny Tarantulas the ability to take whatever he wants from you. Even if he did not survive the war, you let him live on in the wounds he left in your spark."

Airachnid was quiet, features softening. She turned away from Kickback, shuttering her optics, a jerking whine rising from her core engines.

The locust brushed a hand over Airachnid's head, reaching out to comfort and support her in the same way she had done, regardless of her intentions, when he was young. She allowed herself to rest her helm against his forearm, surrendering.

Unintentionally she let her guard down too far, and felt the edges of connection establishing themselves from the pod to her spark.

Airachnid jerked her head upwards, eyes wide and panicked. "N-no! No, it's trying to bond with me!" she raggedly gasped.

"Let it," Kickback whispered soothingly. "It's **temporary** Airachnid; when the pod hatches it will separate itself from you naturally."

"You are _certain_ of this? Certain that that I will not be trapped with a gate in my spark left open for whatever is in inside to access at a whim?" Airachnid asked firmly, struggling to keep the tentative connection at bay, fighting a thousand warm, gentle, searching prods fluttering around her core.

"Positive," Kickback said. "Don't you see what I'm trying to do for you? You know how to access a hive mind, how to speak our language and control drones. But think: I've been altered, hybridized - the bonding will immerse you into _my_ hive."

"So you want to control me too?!" Airachnid spat, straining against the plating that held her fast to the wall, jerking her head and upper body away from Kickback's arm.

"No! Listen to me!" Kickback protested, leaning forward to take hold of the side of Airachnid's face and turn her to face him. "If I can make you a part of my hive then I may be able to _override_ what Tarantulas has done to you."

The spider stopped struggling immediately.

"That's impossible!" she breathed. "Nothing short of spark surgery or death can do that!"

"The spark network of the hive is subject to my will, as are the sparks of everything connected to it. If I had wanted to obliterate your self-will I would have already done so," Kickback explained firmly. "You cared for me once; I will repay you my debt. When the pod has hatched I will release you from the hive mind, and we will be even. There will be more important things to worry about once we return to the Decepticons." He understood that after the abuses she had suffered under Tarantulas' hands, compassion and concern were frightening unknowns. He'd wanted revenge against her for so long, but could no longer bring himself to pursue it. She had been just as crushed and broken as he had been. He genuinely pitied her, and so the locust carefully couched his words in terms and in ways he believed would be easiest for Airachnid to take.

Talk of leverage and manipulation.

Talk of masters and servants.

It eased her, reducing it to a barter; it was less involved. Less threateningly intimate. She could boil it down to Kickback doing what Decepticons had always done - flattening the playing field so that neither could get leverage on the other. They could pass it off to command, if discovered, as removing a dangerous liability that lingered in the potential of Arachnid being controlled by Tarantulas. The potential for freedom, true freedom after so many vorns hung before her like food before a starving animal. Debased and captive, she had little to lose and everything to gain.

"I hold you to your word, _son_," Airachnid relented, glaring at Kickback with all the threat she could muster.

Kickback feigned a superior smirk. "And what could you _possibly_ do to me if lied?"

The tiniest fraction of a smile curled the edges of her lips. "I'm sure I'd think of something."

The spider closed her optics and relented, letting the walls of her resistance fall. The burgeoning spark inside the pod completed the connection.

A sentient mind, infantile and innocent, snuggled up against Airachnid's spark, and with it came a rush of super-awareness that expanded her consciousness across several thousand bodies.

She cried out in startled shock, drowning in sensory input from every Insecticon linked into the hive, unable to make sense of the flood of information assaulting her singular consciousness. The femme's engines roared and she vented erratically, her processor glitching under the burden of being submerged inside the Insecticon super-organism.

Suddenly the burden was relieved, a strong presence pushing away the extraneous and irrelevant data bleeding over from the hive as it went about its collective and individual business.

I've got you, she could hear Kickback think. This isn't the same as pushing your will onto the hive from outside it. You're enmeshed in _us-me_. Adjust your air-fuel intake and try to shift down to a lower gear. Start thinking about Tarantulas. I-We will search for his resonance in you and reverse it.

Airachnid didn't dare open her eyes, the mixing of her own sensory data along with the torrent pounding into her processor was agonizing. She wondered how Kickback could even move with all of this going on in his head all the time, every day, how his processor didn't simply melt after a few breems of exposure. She tried to drown out the endless mental noise with memories of the mech she hated most.

The unhatched spark that had bonded to her was still with her, soaking up excess sensory input and thought as if it were trying to help her. Maybe it was. Maybe it was just hungry for mental stimulation, dry soil waiting for the thunderstorm of its siblings and kin to soak it with their psychological impressions, making it germinate and sprout into self-awareness. Whatever the reasons, she was grateful to it as it assisted her in pushing back the hive-connection to reasonable limits.

Airachnid could not see, could not feel that outside the walls of her inner world, Kickback was disconnecting the energon lines, fixing them to himself, carefully removing the plating that held Airachnid cocooned in place. What good was freedom, he reasoned, if it was only mental?

Diligently he worked, mentally and physically, tracing over the waves and code of her spark. If only he had known her before all this, it would be easier to find the Airburst under the Airachnid. If the bond still existed it was old and largely in disuse, perhaps weak enough that when he severed the connection to the hive mind, the old bond would die right along with it.

The femme could feel Kickback searching her out; for a split second the old terror and revulsion reflexively rose before she forced it back down - she could feel Kickback's inner self in return.

Deep within his core there was a genuine kindness and a capacity for deep affection, nestled around memories of "big sister" Glyph, and - to her embarrassment and shame - around memories of herself, caring for him. Airachnid gave off a wave of self-loathing. Her actions had prevented Kickback from becoming a complete, unrepentant monster. She had saved him from the fate she thought she'd suffered, and here and now, he was trying to return the favor in a cosmic karmic loop.

The fembot was grieved, and in trying to reach out to connect just a little more with the happy memories of her the locust possessed, the old sparkbond flared angrily.

Tarantulas was definitely alive.

Kickback saw the dark swirl over Airachnid's mind, the permeating waves of twisted, black-sparked hate bubbling to the surface. He wasted no time and assaulted it with the force of his will, and the collective willpower of every Insecticon spark connected to him, seizing it, absorbing it into himself, and severing the connection to Airachnid's mind.

Across Decepticon territory, every last drone paused and raised their heads in a warcry.

...

*_Airachnid!_* Megatron's voice rasped over the comm-line. *_What is going on out there? Give me a status report, immediately!_*

The spider snapped out of momentary stasis as if startled out of a nightmare. She touched limbs to the floor to steady herself and rubbed her helm-

It dawned on her that she could move! Patting herself down with her hands, looking at legs, whole abdomen, and curled pieces of plating scattered around her on the floor, she could hardly believe it. As she quickly came to her senses, she felt an immediately difference in her mind as well: She was alone with her thoughts, for the first time completely, since she had once been called Airburst.

***AIRACHNID!*** Megatron roared, impatient.

Fumbling for her communication panel, she quickly accessed the Decepticon main frequency. "My apologies for the delay, Lord Megatron. Is something wrong?"

*_Funny, as I was going to ask you the same thing. The Insecticons simultaneously shouted - have you done something to Kickback?_* he accused threateningly.

Airachnid quickly looked over to where Kickback had been: The locust had connected himself to the nesting platform, lying on his side - weary but, but alive, and smiling at her.

She smiled back.

"Nothing to worry about, Lord Megatron. The pod generation is on its way as you desired, although Kickback has a minor injury due to the size of the pod; If you so desire, my liege, send Shockwave with a first aid kit. Otherwise? I think everything is going to be okay from now on."

**[FIN]**


End file.
